Common use of REIT Provisions Clause in Contracts

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) of the Code and the Regulations, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Lease, or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the Building.

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) of the Code and the Regulations, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, include but not be limited to, to a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (iA) Tenant Tenant’s incurring more than de minimis additional liability under this Lease, Lease or (iiB) more than a de minimis negative change in the quality or level of Building Buildings operations or services rendered to Tenant under this Lease. For the avoidance of doubt: , (Ai) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (iA) and (ii) hereinabove B), above, are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (Bii) nothing in this Section 10.6.10 shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the BuildingBuildings.

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) of the Code and the Regulations, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, Landlord by entering into such commercially reasonable amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord); provided, however, that any adjustments required by this Section shall be made so as to produce the equivalent rent (in economic terms) payable prior to such amendment. Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Lease, or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant Xxxxxx does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the Building.

REIT Provisions. Tenant Seller acknowledges that Buyer’s assignee may be a subsidiary of a publicly registered real estate investment trust, and Landlord intend that all amounts payable as such is required to adhere to certain filing requirements mandated by Tenant to Landlord shall qualify as the U.S. Securities and Exchange Commission (“rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning SEC”), including without limitation completion of Section 856(d) an audit of the Internal Revenue Code Property’s historical operations pursuant to Rule 3-14 of 1986the SEC regulations. Upon Buyer’s written request, Seller shall: (i) use commercially reasonable efforts to cooperate with Buyer, and (ii) prior to Closing, use commercially reasonable efforts to obtain the cooperation of Tenant, in fulfilling these mandated filing requirements as amended (the “Code”) they relate to this Agreement and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”)transaction contemplated hereunder, provided such cooperation shall not cause Seller to incur any cost or expense. In the event that Landlord determines that there Buyer shall require cooperation from Seller and Tenant as it relates to SEC Compliance, which includes, but is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) limited to: a. As a part of the Code 3-14 audit and SEC filing, Seller or Tenant may be required to sign an Audit Representation Letter in favor of Buyer’s auditor for the Regulationsmost recently completed calendar year and a portion of the current year. Prior to Closing, if requested by Buyer in writing, Seller shall use commercially reasonable efforts to have a Tenant agrees sign such letter. b. Audited financial statements of Tenant prepared in accordance with generally accepted accounting principles may be required to be filed with SEC to satisfy the Buyer’s and Assignee’s disclosure obligations in connection with any registered public offering of the Buyer’s securities; c. Tenant may be required to request the cooperation of its independent certified public accountant in any required filings with the SEC by the Buyer, and that such independent certified public accountant consent to (a) cooperate the inclusion of its report in such filing, including any registration statement, and to the incorporation by reference of such report into any registration statements of the Buyer or Assignee filed with Landlordthe SEC, at no material expense to Tenant, by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit to be named as an expert in such registration statement in accounting and auditing; d. If requested by Buyer in writing, Seller shall use commercially reasonable efforts to obtain a confirmation letter from Tenant, substantially in the form attached hereto as Exhibit “K” attached hereto that no more than 10 percent (10%) of Tenant is owned by Deutsche Bank, its affiliates or any of the major shareholders of RREEF Property Trust (“RPT”), and e. Acknowledgement from Seller (and Seller’s execution of this Agreement shall be deemed its acknowledgement of same) and Tenant that Buyer may publicly disclose material terms of the transaction, upon requestincluding but not limited to this Agreement of Purchase and Sale, to acknowledge in writing) an assignment of the obligation satisfy its disclosure obligations. f. Seller shall provide reasonable access to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Lease, or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) its books and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease record with respect to the services so assigned; Property to Buyer and its auditors for a period of ninety (B90) nothing in days after Closing. g. The provisions of this Section 27 shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in survive the BuildingClosing for six (6) months.

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify and/or one or more of its affiliates (each, a "REIT Affiliate") qualifies as “rents from a real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all estate investment trust (a "REIT") within the meaning of Section 856(d) Sections 856-860 -76- [Reddit, Inc.]303 SECOND STREETSouth Tower of the Internal Revenue Code of 1986, as amended (the “"IRS Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”"). In As a result, avoiding (i) the event loss of REIT status, (ii) the receipt of any income that Landlord determines that there is any risk that any amount payable under this Lease may does not qualify as “constitute "rents from real property” or will otherwise constitute impermissible tenant services income " within the meaning of Section 856(d) of the Code IRS Code, (iii) the ownership of nonqualifying assets for purposes of the asset tests set forth in Section 856(c)(4)(iv) of the IRS Code, and (iv) the Regulationsimposition of income, Tenant penalty, or similar taxes (each an "Adverse REIT Event") is of material importance to Landlord and such REIT Affiliates. If this Lease or any document contemplated hereby could result in or cause an Adverse REIT Event, as determined by Landlord in its sole discretion, Xxxxxx agrees to (a) it shall cooperate with Landlord in negotiating an amendment to or modification of this Lease or such document, and shall, at the request of Landlord, at no material expense execute and deliver such documents reasonably required to Tenant, by entering into effect such amendment or amendments as Landlord deems necessary modification. Any amendment or modification pursuant to qualify all amounts payable this Section 30.29 shall be made at Landlord’s expense and shall be structured so that Tenant does not incur any incremental non-de minimis payment obligation under this Lease as “a result of such amendment or modification. Tenant expressly covenants and agrees not to enter into any license, concession, sublease or assignment with respect to the Premises (a) that provides for rent or other payments based in whole, or in part, on the income or profits derived by any person from the Premises (other than an amount based on a fixed percentage or percentages of gross receipts or sales, (b) with any person in which, to the best knowledge of Tenant, Landlord or a REIT Affiliate owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the IRS Code), (c) pursuant to which Tenant furnishes or renders any services to the licensee, concessionaire, subtenant or assignee, or (d) that could otherwise cause any portion of the amounts received by Landlord pursuant to this Lease to fail to qualify as "rents from real property,” and (b" within the meaning of Section 856(d) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under IRS Code or constitute nonqualifying income for purposes of Section 856(c)(2) of the LeaseIRS Code. Any such purported license, andconcession, upon request, to enter into direct agreements with the parties furnishing such services (which sublease or assignment shall include, but be void ab initio and not be limited convey any right to, a taxable REIT subsidiary of Landlord). Notwithstanding or interest in, the foregoingpossession, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Leaseuse, occupancy, or (ii) more than a de minimis negative change in utilization of any portion of the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the BuildingPremises.

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) of the Code and the Regulations, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, include but not be limited to, to a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (iA) Tenant Tenant’s incurring more than de minimis additional liability under this Lease, Lease or (iiB) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: , (Ai) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (iA) and (ii) hereinabove B), above, are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (Bii) nothing in this Section 10.6.10 shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the Building.

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) of the Code and the Regulations, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Lease, or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section 22.13 shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the Building.

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) of the Code and the Regulations, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Lease, or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the Building.

REIT Provisions. Tenant The Partners acknowledge that (a) LXP Industrial Trust, a Maryland real estate investment trust (“LXP”), an indirect parent of the LXP Partners as of the Effective Date, is qualified and Landlord intend operates, and intends to continue to qualify and operate, as a real estate investment trust (“REIT”) for federal income tax purposes and (b) Investor Partner intends to qualify and operate as a REIT for federal income tax purposes effective as of the Effective Date. Accordingly, the Partners acknowledge that all amounts payable by Tenant General Partner will use commercially reasonable efforts to Landlord cause the Partnership to conduct its business and activities (including the business and activities of any Subsidiary) as if the Partnership were itself a REIT; provided, however, that conducting the Partnership as if it were itself a REIT (a) shall not prevent General Partner from taking any action with respect to the Partnership or any Subsidiary, or refrain from taking any action, as provided in an Approved Annual Business Plan; or (b) shall not require the General Partner to cause the Partnership to make distributions to satisfy the distributions requirements generally applicable to a REIT. General Partner will use commercially reasonable efforts to, and to cause any Subsidiaries to, (i) operate in such a manner such that the Partnership, assuming it were a REIT, would satisfy the income and asset tests applicable to REITs (excluding any distribution requirements), (ii) not take any action, or make any decision, that could otherwise reasonably be anticipated to result in (A) LXP failing to qualify as a REIT under the Code solely because of its direct or indirect ownership of the LXP Partners’ Interests or (B) Investor Partner failing to qualify as a REIT under the Code solely because of its ownership of the Interests, and (iii) not dispose of any asset in a transaction that would be treated as a “rents from real property,prohibited transaction” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(dsection 857(b)(6)(B)(iii) of the Internal Revenue Code Code. Without limiting any of 1986its other obligations in this Section 10.2, as amended (the “Code”) and General Partner shall obtain the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) Approval of the Code and the Regulations, Tenant agrees Partners prior to (a) cooperate with Landlord, at no material expense to Tenant, by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take taking any action pursuant to that, in the preceding sentence (including acknowledging in writing an assignment reasonable judgment of services pursuant thereto) if such action General Partner, would result in the Partnership (iassuming it were a REIT) Tenant incurring more than de minimis additional liability failing to qualify as a REIT under this Leasethe Code, excluding any distribution requirements, but including, without limitation, by failing to satisfy the requirements for REIT status under the Code that pertain to the assets or (ii) more than income of a de minimis negative change in the quality REIT. If an LXP Partner or level an Affiliate of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant does not acknowledge in writing an assignment LXP Partner no longer serves as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied)General Partner, then Landlord General Partner shall not be released from liability under this Lease (and shall cause all of its Affiliates and third-parties performing services on behalf of the Partnership and/or any Subsidiary to) consult with respect to nationally recognized U.S. tax counsel (or another nationally recognized U.S. tax advisor) in complying with the services so assigned; foregoing and (B) nothing in this Section shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part obtain an annual certification of a conveyance of Landlord’s ownership interest in the Buildingcompliance.

REIT Provisions. (a) Landlord and Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord reasonably determines that there is any risk that any amount payable under this the Lease may not qualify as “rents from real property” or will otherwise constitute unrelated business taxable income or impermissible tenant services income within the meaning of Section Sections 512(b)(3) or 856(d) of the Code and the RegulationsRegulations promulgated thereunder, Tenant Xxxxxx agrees to (a) to reasonably cooperate with Landlord, at no material expense to TenantXxxxxxxx’s expense, by entering into such amendment or amendments as Landlord reasonably deems necessary to qualify all amounts payable under this the Lease as “rents from real property,” and (b) to permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, include but not be limited to, to a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (iA) Tenant Tenant’s incurring more than de minimis additional liability under this Lease, the Lease or (iiB) more than a de minimis negative change in the quality or level of Building building operations or services rendered to Tenant under this the Lease. For the avoidance of doubt: All reasonable costs and expenses incurred by Xxxxxx in connection with any such amendment(s), including, without limitation, reasonable attorney’s fees, shall be reimbursed by Landlord to Tenant within thirty (A30) if Tenant does not acknowledge in writing an assignment as described in clause days following Xxxxxx’s written request therefor. (b) above (Xxxxxx agrees that it being agreed that Tenant will not enter into any sublease, license, concession or other agreement for any use or occupancy of the Premises which provides for a rental or other payment for such use or occupancy based in whole or in part on the net income or profits derived by any person or entity from the Premises so leased, used or occupied. Nothing in the foregoing sentence, however, shall not unreasonably withhold, condition be construed as permitting or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section shall limit or otherwise affect constituting Landlord’s ability to assign its entire interest approval of any sublease, license, concession, or other use or occupancy agreement not otherwise approved by Landlord in this Lease to any party as part accordance with the provisions of a conveyance of Landlord’s ownership interest in the BuildingArticle VII.

REIT Provisions. Tenant recognizes and acknowledges that Landlord intend that all amounts payable by Tenant to and/or certain beneficial owners of Landlord shall may from time-to-time qualify as “rents from real property,” estate investment trusts pursuant to Sections 856 et seq. of the Code and will otherwise that avoiding (a) the loss of such status, (b) the receipt of any income derived under any provision of this Lease that does not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” (in the case of real estate investment trusts), and (c) the imposition of income, penalty, or will otherwise constitute impermissible tenant services income within similar taxes (each an “Adverse Event”) is of material concern to Landlord and such beneficial owners. If this Lease or any document contemplated hereby could, in the meaning opinion of Section 856(d) of the Code and the Regulationscounsel to Landlord, result in, or cause, an Adverse Event, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, by entering into such Landlord in negotiating an amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment modification of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Lease, or (ii) more than a de minimis negative change in such document, and shall, at the quality request of Landlord, execute and deliver such documents reasonably required to effect such amendment or level of Building operations modification. Any amendment or services rendered modification pursuant to this Section 16.22 shall be made at Landlord’s expense and shall be structured so that the economic results to Tenant shall be equal to or better than the economic results to Tenant pursuant to this Lease without regard to such amendment or modification. Without limiting any of Landlord’s other rights under this Lease. For Section 16.22, Landlord may waive the avoidance receipt of doubt: (A) if Tenant does not acknowledge in writing any amount payable to Landlord hereunder and such waiver shall constitute an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition amendment or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under modification of this Lease with respect to such payment. Tenant expressly covenants and agrees not to enter into any sublease or assignment which provides for rental or other payment for such use, occupancy, or utilization based in whole, or in part, on the services so assigned; net income or profits derived by any person from the property leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and (B) nothing in this Section that any such purported sublease or assignment shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party be absolutely void and ineffective as part of a conveyance of Landlord’s ownership interest any right, or interest, in the Buildingpossession, use, occupancy, or utilization of any portion of the Premises.

REIT Provisions. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord determines that there is any risk that any amount payable under this Lease may not qualify as “rents from real property” or will otherwise constitute impermissible tenant services income within the meaning of Section 856(d) of the Code and the Regulations, Tenant agrees to (a) cooperate with Landlord, at no material expense to Tenant, Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under this Lease as “rents from real property,” and (b) permit (and, upon request, to acknowledge in writing) an assignment of the obligation to provide certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such services (which shall include, but not be limited to, a taxable REIT subsidiary of Landlord). Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant incurring more than de minimis additional liability under this Lease, or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt: (A) if Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) hereinabove are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section 24.13 shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the Building.