Common use of REIT Matters Clause in Contracts

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Entities agree that the Park View Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View Entities. Without the prior written consent of the Park View Entities, the Manager, with respect to the Park View Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities transactions, the Manager and the Park View Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Entities. The Manager shall provide any information related to the Park View Entities and/or any Property that is reasonably requested by the Park View Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View sxXXXX Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View sxXXXX Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View sxXXXX Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View sxXXXX Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View sxXXXX Entities agree that the Park View sxXXXX Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View sxXXXX Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View sxXXXX Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View sxXXXX Entities. Without the prior written consent of the Park View sxXXXX Entities, the Manager, with respect to the Park View sxXXXX Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View sxXXXX Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View sxXXXX Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View sxXXXX Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View sxXXXX Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View sxXXXX Entities transactions, the Manager and the Park View sxXXXX Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View sxXXXX Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View sxXXXX Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View sxXXXX Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View sxXXXX Entities. The Manager shall provide any information related to the Park View sxXXXX Entities and/or any Property that is reasonably requested by the Park View sxXXXX Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View AHP Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View AHP Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View AHP Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View AHP Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View AHP Entities agree that the Park View AHP Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View AHP Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View AHP Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View AHP Entities. Without the prior written consent of the Park View AHP Entities, the Manager, with respect to the Park View AHP Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View AHP Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View AHP Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View AHP Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View AHP Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View AHP Entities transactions, the Manager and the Park View AHP Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View AHP Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View AHP Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View AHP Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View AHP Entities. The Manager shall provide any information related to the Park View AHP Entities and/or any Property that is reasonably requested by the Park View AHP Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View NL Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View NL Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View NL Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View NL Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View NL Entities agree that the Park View NL Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View NL Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View NL Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View NL Entities. Without the prior written consent of the Park View NL Entities, the Manager, with respect to the Park View NL Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View NL Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View NL Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View NL Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View NL Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View NL Entities transactions, the Manager and the Park View NL Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View NL Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View NL Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View NL Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View NL Entities. The Manager shall provide any information related to the Park View NL Entities and/or any Property that is reasonably requested by the Park View NL Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager Each Partner acknowledges that it has been advised that the Company a direct or indirect member (or other equity holder) of each Partner has elected or may elect to be characterized as a “real estate investment trust” (each, the “Applicable REIT, ” ) pursuant to Section 856 of the Code and agrees that the business and affairs of the Park View Entities Partnership shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities Partnership (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Entities Partnership (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii857(b)(6)(B) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View Entities Partnership (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Entities Partners agree that any Partner, to the Park View Entities extent applicable, shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities Partnership or any material risk that a the Company Applicable REIT could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities Partnership in such manner would maximize either pre-tax or after-tax profit of the Manager or Partnership to a Partner which is not a real estate investment trust under the Park View EntitiesCode. Without the prior written consent of the Park View EntitiesGeneral Partners, the Manager, with respect to the Park View Entities, Partnership shall not knowingly (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities Partnership depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities Partnership shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such leaseyear; (iii) enter into any arrangement pursuant to which the Park View Entities Partnership would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities Partnership receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities Partnership transactions, the Manager and the Park View Entities both General Partners shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) subsidiaries to own or lease all or portions of the Property or to perform certain services with respect to the Property Properties to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Entities. The Manager shall provide any information related to the Park View Entities and/or any Property that is reasonably requested by the Park View Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Echo Park View Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Echo Park View Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Echo Park View Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Echo Park View Entities (directly or indirectly) that are not “real estate assets” (within the meaning of Section 856(c)(5)(B)) or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Echo Park View Entities agree that the Echo Park View Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Echo Park View Entities or any material risk that a the Company could be disqualified as a real estate investment trust REIT under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Echo Park View Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Echo Park View Entities. Without the prior written consent of the Park View EntitiesBoard, the Manager, with respect to the Echo Park View Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Echo Park View Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Echo Park View Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Echo Park View Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Echo Park View Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Echo Park View Entities transactions, the Manager and the Echo Park View Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Echo Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Echo Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Echo Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Echo Park View Entities. The Manager shall provide any information related to the Echo Park View Entities and/or any Property that is reasonably requested by the Echo Park View Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View Belpointe Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Belpointe Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Belpointe Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View Belpointe Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Belpointe Entities agree that the Park View Belpointe Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Belpointe Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Belpointe Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View Belpointe Entities. Without the prior written consent of the Park View Belpointe Entities, the Manager, with respect to the Park View Belpointe Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Belpointe Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Belpointe Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View Belpointe Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Belpointe Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Belpointe Entities transactions, the Manager and the Park View Belpointe Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View Belpointe Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Belpointe Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Belpointe Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Belpointe Entities. The Manager shall provide any information related to the Park View Belpointe Entities and/or any Property that is reasonably requested by the Park View Belpointe Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View Entities Company shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities Company (directly or indirectly) that would not constitute (A) “"rents from real property” " as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Entities Company (directly or indirectly) from any “"prohibited transactions” " as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “"Bad REIT Income”") and (iii) the amount of assets held by the Park View Entities Company (directly or indirectly) that are not “"real estate assets” " or other types of assets described in Section 856(c)(4)(A) of the Code (“"Bad REIT Assets”"). The Manager and the Park View Entities Company agree that the Park View Entities Company shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities Company or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities Company in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View EntitiesCompany. Without the prior written consent of the Park View EntitiesCompany, the Manager, with respect to the Park View EntitiesCompany, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities Company depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities Company shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View Entities Company would receive (directly or indirectly) any “"impermissible tenant service income” " within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “"prohibited transactions” " pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities Company receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities Company transactions, the Manager and the Park View Entities Company shall consider the use of a taxable REIT subsidiary (each a “"TRS”") or an affiliate of a TRS (together with a TRS, each a “"TRS Entity”") to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities Company shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “"TRS Lease”") to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “"TRS Services Agreement”"). Upon such election by the Park View EntitiesCompany, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View Entities Company shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View EntitiesCompany. The Manager shall provide any information related to the Park View Entities Company and/or any Property that is reasonably requested by the Park View Entities Company with respect to REIT qualification matters of the Company.

REIT Matters. The Manager Each Member acknowledges that it has been advised that a direct or indirect member of Investor (the Company “Hxxxxxx REIT”) has elected or may elect to be characterized as a REIT, “real estate investment trust” pursuant to Section 856 of the Code and agrees that the business and affairs of the Park View Entities Company shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities Company (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, ; (ii) the amount of any income received by the Park View Entities Company (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii857(b)(6)(B) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) ); and (iii) the amount of assets held by the Park View Entities Company (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Entities Members agree that the Park View Entities Investor shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities Company or any material risk that a the Company Hxxxxxx REIT could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities Company in such manner would maximize either pre-tax or after-tax profit of the Manager or Company to a Member that is not a real estate investment trust under the Park View EntitiesCode. Without the prior written consent of the Park View EntitiesInvestor, the Manager, with respect to the Park View Entities, Company shall not knowingly (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities Company depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities Company shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed fifteen percent (15% %) of the total rent for such year with respect to such leaseyear; (iii) enter into any arrangement pursuant to which the Park View Entities Company would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities Company receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities Company transactions, the Manager and the Park View Entities both Members shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property subsidiaries to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Entities. The Manager shall provide any information related to the Park View Entities and/or any Property that is reasonably requested by the Park View Entities with respect to REIT qualification matters of the Company.