Common use of REIT/UBTI Clause in Contracts

REIT/UBTI. The Lessor and the Lessee hereby agree that it is their intent that all Rent and charges payable to the Lessor under this Lease shall qualify as “rents from real property” within the meaning of Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended, (the “Code”) and the U.S. Department of the Treasury Regulations promulgated thereunder (the “Regulations”). In the event that (i) the Code or the Regulations, or interpretations thereof by the Internal Revenue Service contained in revenue rulings or other similar public pronouncements, shall be changed so that any Rent or charges no longer so qualifies as “rent from real property” for purposes of either said Section 512(b)(3) or Section 856(d) or (ii) the Lessor, in its sole discretion, determines that there is any risk that all or part of any Rent or charges shall not qualify as “rents from real property” for the purposes of either said Sections 512(b)(3) or 856(d), such Rent and charges shall be adjusted in such manner as the Lessor may reasonably require so that it will so qualify; provided, however, that any adjustments required pursuant to this Paragraph shall be made so as to produce the equivalent (in economic terms) Rent and charges as payable prior to such adjustment. The parties agree to execute such further commercially reasonable instrument as may reasonably be required by the Lessor in order to give effect to the foregoing provisions of this Paragraph 55. Without limitation of the foregoing and notwithstanding anything contained in this Lease to the contrary, if a sublease, concession or license of all or any portion of the Premises is permitted under this Lease, the provisions of this Paragraph 55 shall continue to apply provided however that the foregoing shall not limit Lessee’s right to assign or sublease pursuant to the terms of this Lease including but not limited to the right to make Permitted Transfers. As an inducement to Lessor to enter into this Lease, Lessee hereby represents and warrants that: (i) Lessee is not, nor is it owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or any Executive Order of the President of the United States as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Lessee is not (nor is it owned, controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) from and after the effective date of the above-referenced Executive Order, Lessee (and any person, group, or entity which Lessee controls, directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including without limitation any assignment of this Lease or any subletting of all or any portion of the Premises or the making or receiving of any contribution of funds, goods or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation. In connection with the foregoing, it is expressly understood and agreed that (x) any breach by Lessee of the foregoing representations and warranties shall be deemed a Breach by Lessee, and (y) the representations and warranties contained in this subsection shall be continuing in nature and shall survive the expiration or earlier termination of this Lease. At Lessor’s request Lessee shall furnish to Lessor evidence confirming the representations in this Paragraph. It is understood and agreed that the Lessor shall in no event be construed or held to be a partner or associate of the Lessee in the conduct of the Lessee’s business, nor shall the Lessor be liable for any debts incurred by the Lessee in the conduct of the Lessee’s business; but it is understood and agreed that the relationship is and at all times shall remain that of Lessor and Lessee.

REIT/UBTI. The Lessor Tenant and the Lessee hereby agree that it is their intent Landlord intend that all Rent and charges amounts payable by Tenant to the Lessor under this Lease Landlord shall qualify as “rents from real property,” and will otherwise not constitute “impermissible tenant services income” within the meaning of Sections 512(b)(3) and Section 856(d) of the Internal Revenue Code of 1986, as amended, amended (the “Code”) and the U.S. Department of the Treasury Regulations promulgated thereunder (the “Regulations”). In the event that (i) the Code or the Regulations, or interpretations thereof by the Internal Revenue Service contained in revenue rulings or other similar public pronouncements, shall be changed so that any Rent or charges no longer so qualifies as “rent from real property” for purposes of either said Section 512(b)(3) or Section 856(d) or (ii) the Lessor, in its sole discretion, Landlord determines that there is any risk that all or part of any Rent or charges amount payable under the Lease shall not qualify as “rents from real property” for or will otherwise constitute impermissible tenant services income within the purposes meaning of either said Sections 512(b)(3Section 856(d) of the Code and the Regulations promulgated thereunder, Tenant agrees (a) to cooperate with Landlord by entering into such amendment or 856(d)amendments as Landlord deems necessary to qualify all amounts payable under the Lease as “rents from real property” and (b) to permit (and, upon request, to acknowledge in writing) an assignment of certain services under the Lease, and, upon request, to enter into direct agreements with the parties furnishing such Rent and charges services. Notwithstanding the foregoing, Tenant shall be adjusted in such manner as the Lessor may reasonably require so that it will so qualify; provided, however, that any adjustments required pursuant to this Paragraph shall be made so as to produce the equivalent (in economic terms) Rent and charges as payable prior to such adjustment. The parties agree to execute such further commercially reasonable instrument as may reasonably not be required by the Lessor in order to give effect to the foregoing provisions of this Paragraph 55. Without limitation of the foregoing and notwithstanding anything contained in this Lease to the contrary, if a sublease, concession or license of all or take any portion of the Premises is permitted under this Lease, the provisions of this Paragraph 55 shall continue to apply provided however that the foregoing shall not limit Lessee’s right to assign or sublease action pursuant to the terms preceding sentence (including acknowledging in writing an assignment of this services pursuant thereto) if such action would result in (A) Tenant’s incurring more than de minimis additional liability under the Lease including but not limited or (B) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under the right to make Permitted TransfersLease. As an inducement to Lessor to enter into this LeaseFor the avoidance of doubt, Lessee hereby represents and warrants that: (i) Lessee is notif Tenant does not acknowledge in writing an assignment as described in clause (b) above (it being agreed that Tenant shall not unreasonably withhold, nor is it owned condition or controlled directly or indirectly bydelay such acknowledgment so long as the criteria in clauses (A) and (B) are satisfied), any person, group, entity or nation named on any list issued by then Landlord shall not be released from liability under the Office of Foreign Assets Control of Lease with respect to the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or any Executive Order of the President of the United States as a terrorist, “Specially Designated National services so assigned; and Blocked Person” or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Lessee is not (nor is it owned, controlled, directly nothing in this Section shall limit or indirectly, by otherwise affect Landlord’s ability to assign its entire interest in the Lease to any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) from and after the effective date of the above-referenced Executive Order, Lessee (and any person, group, or entity which Lessee controls, directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including without limitation any assignment of this Lease or any subletting of all or any portion of the Premises or the making or receiving of any contribution of funds, goods or services to or for the benefit party as part of a Prohibited Person in violation conveyance of the U.S. Patriot Act or any OFAC rule or regulation. In connection with the foregoing, it is expressly understood and agreed that (x) any breach by Lessee of the foregoing representations and warranties shall be deemed a Breach by Lessee, and (y) the representations and warranties contained in this subsection shall be continuing in nature and shall survive the expiration or earlier termination of this Lease. At LessorLandlord’s request Lessee shall furnish to Lessor evidence confirming the representations in this Paragraph. It is understood and agreed that the Lessor shall in no event be construed or held to be a partner or associate of the Lessee ownership interest in the conduct of the Lessee’s business, nor shall the Lessor be liable for any debts incurred by the Lessee in the conduct of the Lessee’s business; but it is understood and agreed that the relationship is and at all times shall remain that of Lessor and LesseeBuilding.