Common use of REIT Protection Clause in Contracts

REIT Protection. (a) The Parties intend that the Rent and all other amounts paid by Tenant under this Lease shall qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Lease, Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (A) the net income or profits derived by the business activities of the subtenant, assignee or manager or (B) any other formula or allocation such that, in each case, any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises in any manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything to the contrary contained in this Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code). (d) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), (ii) increase Tenant’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce Tenant’s rights under this Lease other than to a de minimis extent.

REIT Protection. (a) The Parties intend that the Rent and all other amounts paid by Tenant under Anything contained in this Lease shall qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Leasenotwithstanding, Tenant shall not, without Landlordbased on the reasonable advice of Lessor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): outside counsel (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the subtenantOccupant, assignee assignee, manager or manager other transferee thereunder would be based, in whole or in part, on either (A) the net income or profits derived by the business activities of the subtenantOccupant, assignee or assignee, manager or (B) any other formula or allocation such that, in each case, any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretotransferee; (ii) Lessee shall not furnish or render any services to the subtenantan Occupant, assignee assignee, manager or manager other transferee with respect to whom Transfer Consideration is required to be paid or manage or operate all the Leased Property and/or any Capital Additions so Transferred with respect to which Transfer Consideration is being paid; and (iii) Lessee shall not consummate a Transfer with any Person in which Lessor owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); and (iv) Lessee shall not consummate a Transfer with any portion of Person or in any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to manner which could cause any portion of any amount the amounts received by Landlord (or received or deemed Lessor pursuant to be received for U.S. federal income tax purposes by any member of Landlord (this Lease or any Affiliate of any member of Landlord)) Occupancy Arrangement to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises in any manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, thereto or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) Lessor to fail to qualify as income described in Section 856(c)(2) of the Code. Lessee shall provide such information as Lessor’s outside counsel may reasonably request to provide its advice regarding the foregoing, and in rendering such advice, Lessor’s counsel shall be entitled to rely on factual representations from Lessee and Lessor; provided, however, that Lessee shall have no liability therefor if Lessee has provided such information and representations in good faith and after a reasonably diligent review and inquiry of the subject matter thereof. The requirements of this Section 28.1(b) 24.1.8 shall likewise apply to any further subleasing Transfers by any subtenanta transferee. (c) Notwithstanding anything to the contrary contained in this Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code). (d) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), (ii) increase Tenant’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce Tenant’s rights under this Lease other than to a de minimis extent.

REIT Protection. (a) The Parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Master Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Master Lease, Tenant shall not, not without Landlord’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): ) (i) sublet, assign or enter into a management arrangement for all or any portion of any the Demised Premises on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any the Demised Premises so subleased, assigned or managed if managed; (iii) sublet or assign to, or enter into a management arrangement for the same would reasonably be expected to cause Demised Premises with, any portion Person (other than a “taxable REIT subsidiary” (within the meaning of any amount received by Section 856(l) of the Code)) in which Tenant, Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d856(d)(5) of the Code, or any similar or successor provision thereto); or (iiiiv) sublet, assign or enter into a management arrangement for all or any portion of any the Demised Premises in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b25.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything to the contrary contained in this Master Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, that Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer and (ii) give Tenant notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (d) Notwithstanding anything to the contrary contained in this Master Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply)Master Lease, (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Master Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than to a de minimis extentMaster Lease.

REIT Protection. (a) The Parties intend that the Rent and all other amounts paid by Tenant under Anything contained in this Lease shall qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Leasenotwithstanding, Tenant shall not, without Landlordbased on the reasonable advice of Lessor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): outside counsel (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the subtenantOccupant, assignee assignee, manager or manager other transferee thereunder would be based, in whole or in part, on either (A) the net income or profits derived by the business activities of the subtenantOccupant, assignee or assignee, manager or (B) any other formula or allocation such that, in each case, any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretotransferee; (ii) Lessee shall not furnish or render any services to the subtenantan Occupant, assignee assignee, manager or manager other transferee with respect to whom Transfer Consideration is required to be paid or manage or operate all the Leased Property and/or any Capital Additions so Transferred with respect to which Transfer Consideration is being paid; (iii) Lessee shall not consummate a Transfer with any Person in which Lessor owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); and (iv) Lessee shall not consummate a Transfer with any portion of Person or in any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to manner which could cause any portion of any amount the amounts received by Landlord (Lessor pursuant to this Lease or received or deemed Portions of this exhibit that have been marked by [***] have been omitted pursuant to be received a request for U.S. federal income tax purposes by confidential treatment filed separately with the Securities and Exchange Commission. any member of Landlord (or any Affiliate of any member of Landlord)) Occupancy Arrangement to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises in any manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, thereto or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) Lessor to fail to qualify as income described in Section 856(c)(2) of the Code. Lessee shall provide such information as Lessor’s outside counsel may reasonably request to provide its advice regarding the foregoing, and in rendering such advice, Lessor’s counsel shall be entitled to rely on factual representations from Lessee and Lessor; provided, however, that Lessee shall have no liability therefor if Lessee has provided such information and representations in good faith and after a reasonably diligent review and inquiry of the subject matter thereof. The requirements of this Section 28.1(b) 24.1.8 shall likewise apply to any further subleasing Transfers by any subtenanta transferee. (c) Notwithstanding anything to the contrary contained in this Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code). (d) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), (ii) increase Tenant’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce Tenant’s rights under this Lease other than to a de minimis extent.

REIT Protection. (a) 36.1.1 The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall Lessee hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Master Lease shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything 36.1.2 Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, without Landlord’s prior written consent (which consent Lessee shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises the Leased Property so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretomanaged; or (iii) sublet, assign or enter into a management arrangement for all the Leased Property to any Person (other than a taxable REIT subsidiary of Lessor) in which Lessee or any portion Lessor owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of any Demised Premises the Code); or (iv) sublet, assign or enter into a management arrangement for the Leased Property in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) Lessor pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) Lessor to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything 36.1.3 Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that LandlordLessor, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” ) in order to maintain Lessor’s status as a REIT; provided, however, Lessor shall be required to (within the meaning i) comply with any applicable legal requirements related to such transfer including, but not limited to, any requirements under any certificate of Section 856(lneed or other health care law, rules or regulations and (ii) give Lessee notice of any such assignment; and, provided, further, that any such assignment shall be subject to all of the Code)) to maintain the status rights of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)Lessee hereunder. (d) Notwithstanding anything 36.1.4 Anything contained in this Master Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of LandlordLessor, Tenant Lessee shall cooperate with Landlord Lessor in good faith and at no cost or expense to TenantLessee, and provide such documentation and/or information as may be in TenantLessee’s possession or under TenantLessee’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord Lessee regarding the valuation of the Leased Property in connection with verification of “real estate investment trust” (within the meaning order to assist Lessor in its determination that Rent allocable for purposes of Section 856(a) 856 of the Code) compliance requirementsCode to the Lessor’s Personal Property at the beginning and end of a calendar year does not exceed 15% of the total Rent due hereunder (the “Personal Property REIT Requirement”); provided, however, that this provision shall not be interpreted to relieve Lessee from its obligations under Section 6.5 of this Agreement; and provided, further, that a violation by Lessee of its obligations under this Section 36.1.4 and/or a determination by Lessor that a violation of the Personal Property REIT Requirement has occurred shall not constitute an Event of Default under this Lease. Tenant Anything contained in this Master Lease to the contrary notwithstanding, Lessee shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder Personal Property REIT Requirement as long as such compliance does not (i) increase TenantLessee’s monetary obligations under this Master Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase TenantLessee’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce Tenantmaterially diminish Lessee’s rights under this Lease other than Master Lease. Accordingly, if requested by Lessor and at Lessor’s expense, Lessee shall cooperate with Lessor as may be necessary from time to a de minimis extenttime to more specifically identify and/or value the Lessor’s Personal Property in connection with the compliance with the Personal Property REIT Requirement. Lessor shall reimburse Lessee for the reasonable amount of any out of pocket expenses incurred by Lessee in satisfying the requirements of this Section 36.1.4.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease Agreement shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, not without Landlord’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): ) (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish sublet, assign or render enter into a management arrangement for the Leased Property to any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord Person (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord other than a “taxable REIT subsidiary” (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d856(l) of the Code) of Landlord) in which Landlord owns an interest, directly or any similar or successor provision theretoindirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. Anything contained in this Master Lease to the contrary notwithstanding, for so long as Tenant owns shares of Landlord, Tenant shall not without Landlord’s advance written consent (which consent shall not be unreasonably withheld) sublet, assign or enter into a management arrangement for the Leased Property to any Person in which Tenant owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code). The requirements of this Section 28.1(b40.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain the Landlord’s status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer, (ii) comply with any restrictions set forth in Section 18.1 with respect to a sale of the Leased Property and (iii) give Tenant Notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (d) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of Landlord’s “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Anything contained in this Master Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Master Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Master Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than to a de minimis extentMaster Lease.

REIT Protection. Notwithstanding anything in this Lease to the contrary (but subject to the final sentence of this Section 11.6), (a) The Parties intend that the Rent and all other amounts paid by Tenant under this Lease shall qualify as “rents from real property” within the meaning of Section 856(d) of the Code, no assignment or any similar or successor provision thereto and this Lease subletting shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Lease, Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises consummated on any basis such that the rental or other amounts to be paid by the subtenant, assignee transferee or manager sublessee thereunder would be based, in whole or in part, on either (A) the net income or profits derived by any Person from the business activities Building; and (b) Tenant shall not consummate an assignment or subletting with (i) in case Tenant informs Landlord in writing the name of the subtenantproposed transferee or sublessee of such assignment or subletting, assignee a Person that Landlord notifies Tenant (within five (5) days after Tenant providing such information) that Landlord directly or manager indirectly owns such Person (by applying the constructive ownership rules set forth in Section 856(d)(5) of the Code, (x) in the case of any person which is a corporation, stock of such person possessing 10% or more of the total combined voting power of all classes of stock entitled to vote, or 10% or more of the total value of shares of all classes of stock of such person, or (By) in the case of any other formula person which is not a corporation, an interest of 10% or allocation more in the assets or net profits of such thatperson) or (ii) in case Tenant fails to inform Landlord of such assignment or subletting, any Person in which Landlord directly or indirectly owns (by applying the same ownership rules described in clause (i) of this Section). Notwithstanding the foregoing, in each case, any portion the event of any amount received by Landlord (modification or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning amendment of Section 856(d) of the CodeCode after the Effective Date, Tenant agrees to provide Landlord with such additional information as Landlord may commercially reasonably request in order for Landlord to confirm that any assignment or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion sublease of any Demised Premises so subleased, assigned or managed if the same this Lease would not reasonably be expected to cause any portion of any amount the amounts received by Landlord (or received or deemed pursuant to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) this Lease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises in any manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything to the contrary contained in this Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code). (d) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), (ii) increase Tenant’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce Tenant’s rights under this Lease other than to a de minimis extent.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently consistent with this intent. (ba) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, without LandlordLxxxxxxx’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): ) (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises the Leased Property so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretomanaged; or (iii) sublet, assign or enter into a management arrangement for all the Leased Property to any Person (other than a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code) of OSREC) in which Landlord or any portion OSREC owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of any Demised Premises the Code); or (iv) sublet, assign or enter into a management arrangement for the Leased Property in any manner other manner, in each case of clauses (i) through (iv), which could reasonably be expected to cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b40.1(a) shall likewise apply to any further subleasing by any subtenant. (cb) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain the Landlord’s status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer and (ii) give Tenant notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (dc) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under TenantTxxxxx’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of OSREC’s “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Anything contained in this Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than or (iv) result in the imposition of any additional material obligation upon Tenant under any Legal Requirement. (d) Tenant acknowledges that Landlord’s direct or indirect parent intends to qualify as a de minimis extent“real estate investment trust” (within the meaning of Section 856(a) of the Code). Txxxxx agrees that it will not knowingly or intentionally take or omit to take any action, or permit any status or condition to exist at the Leased Property, which Tenant actually knows (acting in good faith) would or could result in the Rent payable under this Lease not qualifying as “rents from real property” within the meaning of Section 856(d) of the Code.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Lease, Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (A) the net income or profits derived by the business activities of the subtenant, assignee or manager or (B) any other formula or allocation such that, in each case, any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises in any manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain the any Landlord’s Parent REIT status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer and (ii) give Tenant notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (c) Tenant acknowledges that each Landlord’s Parent REIT intends to qualify as a real estate investment trust under the Code. Tenant agrees that it will not knowingly or intentionally take or omit to take any action, or permit any status or condition to exist at the Leased Property, which Tenant actually knows (acting in good faith) would or could result in the Rent payable under this Lease not qualifying as “rents from real property” within the meaning of Section 856(d) of the Code. (d) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of either Landlord’s Parent REIT’s “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Anything contained in this Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than to a de minimis extentLease.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, not without Landlord’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): ) (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (A) the net income or profits derived by the business activities of the subtenant, assignee or manager or (B) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises the Leased Property so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretomanaged; or (iii) sublet, assign or enter into a management arrangement for all the Leased Property to any Person (other than a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code) of Landlord’s Parent) in which Landlord or any portion Landlord’s Parent owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of any Demised Premises the Code); or (iv) sublet, assign or enter into a management arrangement for the Leased Property in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b40.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain the Landlord’s status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer and (ii) give Tenant Notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (d) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of Landlord’s Parent’s “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Anything contained in this Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than to a de minimis extentLease.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently consistent with this intent. (ba) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, without LandlordLxxxxxxx’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): ) (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises the Leased Property so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretomanaged; or (iii) sublet, assign or enter into a management arrangement for all the Leased Property to any Person (other than a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code) of GLP) in which Landlord or any portion GLP owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of any Demised Premises the Code); or (iv) sublet, assign or enter into a management arrangement for the Leased Property in any manner other manner, in each case of clauses (i) through (iv), which could reasonably be expected to cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b40.1(a) shall likewise apply to any further subleasing by any subtenant. (cb) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain the Landlord’s status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer and (ii) give Tenant notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (dc) Notwithstanding anything Anything contained in this Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under TenantTxxxxx’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of GLP’s “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Anything contained in this Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than or (iv) result in the imposition of any additional material obligation upon Tenant under any Legal Requirement. (d) Tenant acknowledges that Landlord’s direct or indirect parent intends to qualify as a de minimis extent“real estate investment trust” (within the meaning of Section 856(a) of the Code). Txxxxx agrees that it will not knowingly or intentionally take or omit to take any action, or permit any status or condition to exist at the Leased Property, which Tenant actually knows (acting in good faith) would or could result in the Rent payable under this Lease not qualifying as “rents from real property” within the meaning of Section 856(d) of the Code.

REIT Protection. (a) The Parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the 8 NTD: Such pledge shall include all personal property (now or later acquired) relating to the Leased Assets, including optronics and similar equipment used to “light” fiber within the Leased Assets, and customer relationships served by the Leased Assets. Tenant will be required to retain and maintain such pledged assets in the ordinary course. Code, or any similar or successor provision thereto and this Lease Agreement shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, not without Landlord’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Assets on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either either: (A) the net income or profits derived by the business activities of the subtenant, assignee or manager manager; or (B) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish sublet, assign or render enter into a management arrangement for the Leased Assets to any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord Person (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord other than a “taxable REIT subsidiary” (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d856(l) of the Code) of Landlord) in which Landlord owns an interest, directly or any similar or successor provision theretoindirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Assets in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b) 15.1 shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain the Landlord’s status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, that Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer, (ii) comply with any restrictions set forth in Section 13.8 with respect to a sale of the Leased Assets and (iii) give Tenant Notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (d) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of Landlord’s “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Anything contained in this Master Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Master Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Master Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than to a de minimis extentMaster Lease.

REIT Protection. (a) The Parties intend that the Rent and all other amounts paid by Tenant under Anything contained in this Lease shall qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Leasenotwithstanding, Tenant shall not, without Landlordbased on the reasonable advice of Lessor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): outside counsel (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the subtenantOccupant, assignee assignee, manager or manager other transferee thereunder would be based, in whole or in part, on either (A) the net income or profits derived by the business activities of the subtenantOccupant, assignee or assignee, manager or (B) any other formula or allocation such that, in each case, any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretotransferee; (ii) Lessee shall not furnish or render any services to the subtenantan Occupant, assignee assignee, manager or manager other transferee with respect to whom Transfer Consideration is required to be paid or manage or operate all the Leased Property and/or any Capital Additions so Transferred with respect to which Transfer Consideration is being paid; (iii) Lessee shall not consummate a Transfer with any Person in which Lessor owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); and (iv) Lessee shall not consummate a Transfer with any portion of Person or in any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to manner which could cause any portion of any amount the amounts received by Landlord (or received or deemed Lessor pursuant to be received for U.S. federal income tax purposes by any member of Landlord (this Lease or any Affiliate of any member of Landlord)) Occupancy Arrangement to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises in any manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, thereto or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) Lessor to fail to qualify as income described in Section 856(c)(2) of the Code. Lessee shall provide such information as Lessor’s outside counsel may reasonably request to provide its advice regarding the foregoing, and in rendering such advice, Lessor’s counsel shall be entitled to rely on factual representations from Lessee and Lessor; provided, however, that Lessee shall have no liability therefor if Lessee has provided such information and representations in good faith and after a reasonably diligent review and inquiry of the subject matter thereof. The requirements of this Section 28.1(b) 24.1.8 shall likewise apply to any further subleasing Transfers by any subtenanta transferee. (c) Notwithstanding anything to the contrary contained in this Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code). (d) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), (ii) increase Tenant’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce Tenant’s rights under this Lease other than to a de minimis extent.

REIT Protection. (a) The Parties intend that the Rent and all other amounts paid by Tenant under Anything contained in this Lease shall qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Leasenotwithstanding, Tenant shall not, without Landlordbased on the reasonable advice of Lessor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): outside counsel (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the subtenantOccupant, assignee assignee, manager or manager other transferee thereunder would be based, in whole or in part, on either (A) the net income or profits derived by the business activities of the subtenantOccupant, assignee or assignee, manager or (B) any other formula or allocation such that, in each case, any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretotransferee; (ii) Lessee shall not furnish or render any services to the subtenantan Occupant, assignee assignee, manager or manager other transferee with respect to whom Transfer Consideration is required to be paid or manage or operate all the Leased Property and/or any Capital Additions so Transferred with respect to which Transfer Consideration is being paid; and (iii) Lessee shall not consummate a Transfer with any Person in which Lessor owns an interest, directly or indirectly (by applying constructive ownership rulesset forth in Section 856(d)(5)of the Code); and (iv) Lessee shall not consummate a Transfer with any portion of Person or in any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to manner which could cause any portion of any amount the amounts received by Landlord (or received or deemed Lessor pursuant to be received for U.S. federal income tax purposes by any member of Landlord (this Lease or any Affiliate of any member of Landlord)) Occupancy Arrangement to fail to qualify as “rents from real property” within the meaning of Section 856(d) of 856(d)of the Code, or any similar or successor provision thereto; or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises in any manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, thereto or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) Lessor to fail to qualify as income described in Section 856(c)(2) 856(c)(2)of the Code. Lessee shall provide such information as Lessor’s outside counsel may reasonably request to provide its advice regarding the foregoing, and in rendering such advice, Lessor’s counsel shall be entitled to rely on factual representations from Lessee and Lessor; provided, however, that Lessee shall have no liability therefor if Lessee has provided such information and representations in good faith and after a reasonably diligent review and inquiry of the Codesubject matter thereof. The requirements of this Section 28.1(b) 24.1.8 shall likewise apply to any further subleasing Transfers by any subtenanta transferee. (c) Notwithstanding anything to the contrary contained in this Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code). (d) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), (ii) increase Tenant’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce Tenant’s rights under this Lease other than to a de minimis extent.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease Agreement shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, not without Landlord’s prior 's advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either either: (A) the net income or profits derived by the business activities of the subtenant, assignee or manager manager; or (B) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish sublet, assign or render enter into a management arrangement for the Leased Property to any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord Person (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord other than a "taxable REIT subsidiary" (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d856(l) of the Code) of Landlord) in which Landlord owns an interest, directly or any similar or successor provision theretoindirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); or (iii) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b40.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, including without limitation, a “"taxable REIT subsidiary” " (within the meaning of Section 856(l) of the Code)) in order to maintain the Landlord's status of any member of Landlord (or any Affiliate of any member of Landlord) as a “"real estate investment trust” " (within the meaning of Section 856(a) of the Code); provided, however, that Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer, (ii) comply with any restrictions set forth in Section 18.1 with respect to a sale of the Leased Property and (iii) give Tenant Notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (d) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s 's possession or under Tenant’s 's control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “Landlord's "real estate investment trust” " (within the meaning of Section 856(a) of the Code) compliance requirements. Anything contained in this Master Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s 's monetary obligations under this Master Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary 's nonmonetary obligations under this Master Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s 's rights under this Lease other than to a de minimis extentMaster Lease.

REIT Protection. (a) The Parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Master Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Master Lease, Tenant shall not, not without Landlord’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): ) (i) sublet, assign or enter into a management arrangement for all or any portion of any the Demised Premises on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any the Demised Premises so subleased, assigned or managed if managed; (iii) sublet or assign to, or enter into a management arrangement for the same would reasonably be expected to cause Demised Premises with, any portion Person (other than a “taxable REIT subsidiary” (within the meaning of any amount received by Section 856(l) of the Code)) in which Tenant, Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d856(d)(5) of the Code, or any similar or successor provision thereto); or (iiiiv) sublet, assign or enter into a management arrangement for all or any portion of any the Demised Premises in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b25.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything to the contrary contained in this Master Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code). (d) Notwithstanding anything to the contrary contained in this Lease; provided, but subject to the provisions of Section 20.21however, upon the written request of Landlord, Tenant shall cooperate with that Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time required to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than comply with any applicable legal requirements related to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), transfer and (ii) increase Tenant’s non-monetary obligations under this Lease other than give Tenant notice of any such assignment; and provided, further, that any such assignment shall be subject to a de minimis extent, or (iii) reduce Tenant’s all of the rights under this Lease other than to a de minimis extentof Tenant hereunder.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease Agreement shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises the Leased Property so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretomanaged; or (iii) sublet, assign or enter into a management arrangement for all the Leased Property to any Person (other than a taxable REIT subsidiary of Landlord) in which Tenant or any portion Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of any Demised Premises the Code); or (iv) sublet, assign or enter into a management arrangement for the Leased Property in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b40.1(a) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” ) in order to maintain Landlord’s status as a REIT; provided, however, Landlord shall be required to (within the meaning i) comply with any applicable legal requirements related to such transfer including, but not limited to, any requirements under any certificate of Section 856(lneed or other health care law, rules or regulations and (ii) give Tenant notice of any such assignment; and, provided, further, that any such assignment shall be subject to all of the Code)) to maintain the status rights of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Tenant hereunder including, but not limited to, its rights under Section 856(a) of the Code)41.14 hereof. (d) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as regarding the valuation of the Leased Property in order to assist Landlord in its determination that Rent allocable for purposes of Section 856 of the Code to the Landlord’s Personal Property at the beginning and end of a calendar year does not exceed 15% of the total Rent due hereunder (the “Personal Property REIT Requirement”); provided, however, that this provision shall not be reasonably requested interpreted to relieve Tenant from its obligations under Section 6.3 of this Agreement; and provided, further, that a violation by Tenant of its obligations under this Section 40.1(d) and/or a determination by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) that a violation of the Code) compliance requirementsPersonal Property REIT Requirement has occurred shall not constitute an Event of Default under this Lease. Anything contained in this Master Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder Personal Property REIT Requirement as long as such compliance does not (i) increase Tenant’s monetary obligations under this Master Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary obligations under this Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than Master Lease. Accordingly, if requested by Landlord and at Landlord’s expense, Tenant shall cooperate with Landlord as may be necessary from time to a de minimis extenttime to more specifically identify and/or value the Landlord Personal Property in connection with the compliance with the Personal Property REIT Requirement. Landlord shall reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant in satisfying the requirements of this Section 40.1(d).

REIT Protection. (a) The Parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Master Lease shall be interpreted consistently with this intent. (b) Notwithstanding anything to the contrary contained in this Master Lease, Tenant shall not, not without Landlord’s prior advance written consent (which consent shall not be unreasonably withheld, conditioned or delayed): ) (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises the Property so subleased, assigned or managed if managed; (iii) sublet or assign to, or enter into a management arrangement for the same would reasonably be expected to cause Property with, any portion Person (other than a “taxable REIT subsidiary” (within the meaning of any amount received by Section 856(l) of the Code)) in which Tenant, Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d856(d)(5) of the Code, or any similar or successor provision thereto); or (iiiiv) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Property in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything to the contrary contained in this Master Lease, the Parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, without limitation, including a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) to maintain the status of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Section 856(a) of the Code); provided, however, that Landlord shall be required to (i) comply with any applicable legal requirements related to such transfer and (ii) give Tenant notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Tenant hereunder. (d) Notwithstanding anything to the contrary contained in this Master Lease, but subject to the provisions of Section 20.21, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) of the Code) compliance requirements. Tenant shall take such reasonable action as may be requested by Landlord from time to time to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder as long as such compliance does not (i) increase Tenant’s monetary obligations under this Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply)Master Lease, (ii) materially and adversely increase Tenant’s non-monetary nonmonetary obligations under this Master Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Master Lease. (e) If Tenant contemplates a transaction that would result in any change to the direct or indirect ownership of Tenant and Tenant reasonably believes, after performing appropriate due diligence, that such change could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other than income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code (a de minimis extent“Related Party Rent Issue”; such transaction, a “Tenant Transaction”), then Tenant shall deliver Notice of such Tenant Transaction to Landlord at least five (5) Business Days prior to the consummation thereof (a “Tenant Transaction Notice”). If Tenant delivers a Tenant Transaction Notice, then both Landlord and Tenant shall have the right to request from each other such information as is reasonably required to determine if such Tenant Transaction would result in a Related Party Rent Issue. If Landlord or Tenant reasonably determines that such Tenant Transaction would result in a Related Party Rent Issue (or if such Tenant Transaction is consummated and in fact results in a Related Party Rent Issue), then Landlord and Tenant shall work together in good faith to restructure such Tenant Transaction in a manner that does not create a Related Party Rent Issue.

REIT Protection. (a) The Parties parties hereto intend that the Rent and all other amounts paid by Tenant under this Lease shall hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease Agreement shall be interpreted consistently consistent with this intent. (b) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (i) sublet, assign or enter into a management arrangement for all or any portion of any Demised Premises the Leased Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (Ax) the net income or profits derived by the business activities of the subtenant, assignee or manager or (By) any other formula or allocation such that, in each case, that any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) furnish or render any services to the subtenant, assignee or manager or manage or operate all or any portion of any Demised Premises the Leased Property so subleased, assigned or managed if the same would reasonably be expected to cause any portion of any amount received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretomanaged; or (iii) sublet, assign or enter into a management arrangement for all the Leased Property to any Person (other than a taxable REIT subsidiary of Landlord) in which Tenant or any portion Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of any Demised Premises the Code); or (iv) sublet, assign or enter into a management arrangement for the Leased Property in any other manner which could cause any portion of the amounts received by Landlord (or received or deemed to be received for U.S. federal income tax purposes by any member of Landlord (or any Affiliate of any member of Landlord)) pursuant to this Master Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Landlord or any member of Landlord (or any Affiliate of any member of Landlord) to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 28.1(b40.1(a) shall likewise apply to any further subleasing by any subtenant. (c) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Leasenotwithstanding, the Parties parties acknowledge and agree that Landlord, in its sole discretion, may assign this Master Lease or any interest herein to another Person (including, including without limitation, a “taxable REIT subsidiary” ) in order to maintain Landlord’s status as a REIT; provided, however, Landlord shall be required to (within the meaning i) comply with any applicable legal requirements related to such transfer including, but not limited to, any requirements under any certificate of Section 856(lneed or other health care law, rules or regulations and (ii) give Tenant notice of any such assignment; and, provided, further, that any such assignment shall be subject to all of the Code)) to maintain the status rights of any member of Landlord (or any Affiliate of any member of Landlord) as a “real estate investment trust” (within the meaning of Tenant hereunder including, but not limited to, its rights under Section 856(a) of the Code)41.14 hereof. (d) Notwithstanding anything Anything contained in this Master Lease to the contrary contained in this Lease, but subject to the provisions of Section 20.21notwithstanding, upon the written request of Landlord, Tenant shall cooperate with Landlord in good faith and at no cost or expense to Tenant, and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control and otherwise readily available to Tenant as regarding the valuation of the Leased Property in order to assist Landlord in its determination that Rent allocable for purposes of Section 856 of the Code to the Landlord’s Personal Property at the beginning and end of a calendar year does not exceed 15% of the total Rent due hereunder (the “Personal Property REIT Requirement”); provided, however, that this provision shall not be reasonably requested interpreted to relieve Tenant from its obligations under Section 6.3 of this Agreement; and provided, further, that a violation by Tenant of its obligations under this Section 40.1(d) and/or a determination by Landlord in connection with verification of “real estate investment trust” (within the meaning of Section 856(a) that a violation of the Code) compliance requirementsPersonal Property REIT Requirement has occurred shall not constitute an Event of Default under this Master Lease. Anything contained in this Master Lease to the contrary notwithstanding, Tenant shall take such reasonable action as may be requested by Landlord from time to time in order to ensure compliance with the Internal Revenue Service requirement that Rent allocable for purposes of Section 856 of the Code to personal property, if any, at the beginning and end of a calendar year does not exceed fifteen percent (15%) of the total Rent due hereunder Personal Property REIT Requirement as long as such compliance does not (i) increase Tenant’s monetary obligations under this Master Lease other than to a de minimis extent (unless Landlord agrees to reimburse Tenant for any such increased monetary obligations, in which case this clause (i) shall not apply), or (ii) materially and adversely increase Tenant’s non-monetary obligations under this Master Lease other than to a de minimis extent, or (iii) reduce materially diminish Tenant’s rights under this Lease other than Master Lease. Accordingly, if requested by Landlord and at Landlord’s expense, Tenant shall cooperate with Landlord as may be necessary from time to a de minimis extenttime to more specifically identify and/or value the Landlord Personal Property in connection with the compliance with the Personal Property REIT Requirement. Landlord shall reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant in satisfying the requirements of this Section 40.1(d).