Common use of REIT/UBTI Compliance Clause in Contracts

REIT/UBTI Compliance. All Rent and all sums, charges, or amounts of whatever nature under this Lease payable to Landlord shall qualify as “rents from real property” under both the Internal Revenue Code § 512(b)(3) and § 856(d) and all related statutes, regulations, revenue rulings, interpretations, and other official pronouncements, all as in effect from time to time. If the Rent or any other sum, charge, or amount of whatever nature to be paid by Tenant to Landlord under this Lease does not so qualify, then Landlord may reasonably adjust the Rent to achieve such qualification; provided that such adjustments, in the aggregate, produce the economic equivalent to the Rent that would have been payable by Tenant to Landlord without giving effect to any such adjustments. Tenant, at no cost to Tenant, shall execute such documents as Landlord reasonably requires to make such adjustments. If the charge or cost for any service required or permitted to be performed by Landlord pursuant to this Lease may be treated as “impermissible tenant service” income under the Laws governing a real estate investment trust (“REIT”), or as unrelated business taxable income, then, in lieu of Landlord performing such service, such service may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord or Landlord’s property manager who shall perform its obligations subject to the same requirements as are applicable to Landlord under this Lease (the “Service Provider”). If Tenant is subject to a charge under this Lease for any such service, then, at Landlord’s direction, Tenant shall pay such charge either to Landlord for further payment to the Service Provider or directly to the Service Provider, and, in either case, (a) Landlord will credit such payment against Additional Charges due from Tenant under this Lease for such service and (b) such payment to the Service Provider will not relieve Landlord from any obligation under this Lease concerning the provisions of such service.

REIT/UBTI Compliance. All It is the intention of Landlord and Tenant that Rent and all sums, charges, or amounts amount of whatever nature under this Lease (“Lease Payments”) payable to Landlord shall shall, taking into account that certain services provided pursuant to this Lease are provided by a Service Provider (as defined below), qualify as “"rents from real property” " under both the Internal Revenue Code § 512(b)(3) and § 856(d) and all related statutes, regulations, revenue rulings, interpretations, and other official pronouncements, all as in effect from time to time. If Landlord has been advised in writing (and a copy of such writing is sent to Tenant) by its tax advisors that a change or potential in law, interpretation or position regarding the Rent or any other sum, charge, or amount of whatever nature to be paid by Tenant to Landlord Lease Payments under this Internal Revenue Code § 512(b)(3) and/or § 856(d) creates a significant risk that such Lease does not so qualifyPayments no longer qualify as “rents from real property”, then Landlord may reasonably adjust shall provide Tenant with notice of such change or potential change (together with a reasonable written explanation of such tax risk) and shall request reasonable adjustments to the Rent calculation of the Lease Payments or to achieve other related provisions of the Lease in order to mitigate such qualification; tax risk. Any such adjustment shall be subject to the Tenant’s consent, provided that any such consent shall not be unreasonably withheld, conditioned or delayed, and provided further, except as provided below, it shall be unreasonable for Tenant to withhold its consent if such adjustments, in the aggregate, produce the economic Lease Payments that are economically equivalent to the Rent Tenant both before and after the adjustments and do not otherwise adversely affect the rights of Tenant under the Lease or the services provided to Tenant under the Lease. Tenant shall not be required to consent to such adjustments if such adjustments adversely affect the manner in which Tenant treats or accounts for the Lease Payments for accounting or financial reporting purposes or that compliance with such adjustments would have been payable by subject Tenant to Landlord without giving effect to any such adjustmentsregulatory or governmentally imposed restrictions. Tenant, at no cost to Tenant, Tenant shall execute such documents as Landlord reasonably requires to make such adjustmentsadjustments to the Lease Payments in conformity with this Section 8.29 provided such documents are reasonably satisfactory to Tenant. Landlord shall reimburse Tenant for any and all costs incurred by Tenant as a result of such adjustments including without limitation all reasonable legal and accounting fees, costs and expenses incurred by Tenant as a result of Landlord’s request for such adjustment. If the charge or cost for any service required or permitted to be performed by Landlord pursuant to this Lease may be treated as “results in "impermissible tenant service” " income under the Laws governing a real estate investment trust (“REIT”), Section 856 or as unrelated business taxable income, then, in lieu of Landlord performing such servicethe Landlord, such service may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s 's property manager, an independent contractor of Landlord or Landlord’s 's property manager who shall perform its obligations subject to the same requirements as are applicable to Landlord under this Lease (the “Service Provider”), provided that such services are of a quality that is substantially the same quality or a higher quality as those provided by Landlord prior to the Service Provider providing such services and, in all events, such services are provided in a manner that complies with Landlord obligations under this Lease. If Tenant is subject to a charge under this Lease for any such service (or otherwise incurs costs in respect of such change in service), then, at Landlord’s 's direction, Tenant shall will pay such charge either to Landlord for further payment to the Service Provider or directly to the Service Provider, and, in either case, (a) Landlord will credit such payment against Additional Charges due from Tenant under this Lease for such service service, and (b) such payment to the Service Provider will not relieve Landlord from any obligation under this Lease concerning the provisions of such service.

REIT/UBTI Compliance. All 53.01 It is the intention of Landlord and Tenant that Rent and all sums, charges, or amounts amount of whatever nature under this Lease (“Lease Payments”) payable to Landlord shall qualify as “rents from real property” under both the Internal Revenue Code § 512(b)(3) and § 856(d) and all related statutes, regulations, revenue rulings, interpretations, and other official pronouncements, all as in effect from time to time. If Landlord has been advised in writing (and a copy of such writing is sent to Tenant) by its tax advisors that a change or potential change in law, interpretation or position regarding the Rent or any other sum, charge, or amount of whatever nature to be paid by Tenant to Landlord Lease Payments under this Internal Revenue Code § 512(b)(3) and/or § 856(d) creates a significant risk that such Lease does not so qualifyPayments no longer qualify as “rents from real property”, then Landlord may reasonably adjust shall provide Tenant with notice of such change or potential change (together with a reasonable written explanation of such tax risk) and shall request reasonable adjustments to the Rent calculation of the Lease Payments or to achieve other related provisions of the Lease in order to mitigate such qualification; tax risk. Any such adjustment shall be subject to the Tenant’s consent, provided that any such consent shall not be unreasonably withheld, conditioned or delayed and provided further, except as provided below, it shall be unreasonable for Tenant to withhold its consent if such adjustments, in the aggregate, produce the economic Lease Payments that are economically equivalent to the Rent Tenant both before and after the adjustments and do not otherwise adversely affect the rights of Tenant under the Lease. Tenant shall not be required to consent to such adjustments if such adjustments adversely affect the manner in which Tenant treats or accounts for the Lease Payments for accounting or financial reporting purposes or that compliance with such adjustments would have been payable by subject Tenant to Landlord without giving effect to any such adjustmentsregulatory or governmentally imposed restrictions. Tenant, at no cost to Tenant, Tenant shall execute such documents as Landlord reasonably requires to make such adjustmentsadjustments to the Lease Payments in conformity with this Section 8.29 provided such documents are reasonably satisfactory to Tenant. Landlord shall reimburse Tenant for any and all costs incurred by Tenant as a result of such adjustments including without limitation all reasonable legal and accounting fees, costs and expenses incurred by Tenant as a result of Landlord’s request for such adjustment. If the charge or cost for any service required or permitted to be performed by Landlord pursuant to this Lease may be treated as results in “impermissible tenant service” income under the Laws governing a real estate investment trust (“REIT”), Section 856 or as unrelated business taxable income, then, in lieu of Landlord performing such servicethe Landlord, such service may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord or Landlord’s property manager who shall perform its obligations subject to the same requirements as are applicable to Landlord under this Lease (the “Service Provider”). If Tenant is subject to a charge under this Lease for any such service (or otherwise incurs costs in respect of such change in service), then, at Landlord’s direction, Tenant shall will pay such charge either to Landlord for further payment to the Service Provider or directly to the Service Provider, and, in either case, (a) Landlord will credit such payment against Additional Charges due from Tenant under this Lease for such service service, and (b) such payment to the Service Provider will not relieve Landlord from any obligation under this Lease concerning the provisions of such service.

REIT/UBTI Compliance. All Tenant acknowledges that Landlord has advised that all Rent and all sums, charges, or amounts amount of whatever nature under this Lease payable to Landlord shall qualify as “rents from real property” under both the Internal Revenue Code § 512(b)(3) and § 856(d) and all related statutes, regulations, revenue rulings, interpretations, and other official pronouncements, all as in effect from time to time. If the Rent or any other sumsums, chargecharges, or amount of whatever nature to be paid by Tenant to Landlord under this Lease does not so qualify, then Landlord may reasonably adjust the Rent to achieve such qualification; qualification provided that such adjustments, in the aggregate, produce the same economic equivalent to the Rent that would have been payable by Tenant to Landlord without giving effect to any such adjustmentsadjustments and such adjustments do not otherwise reduce Tenant’s rights or increase Tenant’s obligations under this Lease. Tenant, at no cost to Tenant, shall execute such documents as Landlord reasonably requires to make such adjustments. If the charge or cost for In addition, if any service required or permitted to be performed by Landlord pursuant to this Lease Lease, the charge or cost of which may be treated as “impermissible tenant service” income under the Laws governing a real estate investment trust (“REIT”), or as the realization of unrelated business taxable income, then, in lieu of Landlord performing such service, such service may be performed by a taxable REIT subsidiary that is affiliated Affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord or Landlord’s property manager who shall perform its obligations subject to the same requirements as are applicable to Landlord under this Lease (the “Service Provider”), then such Service Provider may perform such service in lieu of Landlord if such service to be provided by the Service Provider is not less than the service required to be provided by Landlord under the terms of this Lease. If Tenant is subject to a charge under this Lease for any such service, then, at Landlord’s direction, Tenant shall will pay such charge either to Landlord for further payment to the Service Provider or directly to the Service Provider, and, in either case, (a) Landlord will credit such payment against Additional Charges due from Tenant under this Lease for such service service, and (b) such payment to the Service Provider will not relieve Landlord from any obligation under this Lease concerning the provisions of such service.