Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall (A) elect to be treated as a “taxable REIT subsidiary” of CarrAmerica pursuant to Section 856(l) of the Code (a “TRS”) and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica. If CarrAmerica’s ownership of the Common Stock of the Company is (A) reduced below five percent (5%) for a continuous period of six months or longer or (B) reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs. Notwithstanding the foregoing, for so long as CarrAmerica continues to make the election to be taxed as a REIT, the Company shall, so long as the Company is a TRS of Equity Office Properties Trust or any successor-in-interest thereof (“EOPT”), (A) elect to be treated as a TRS of CarrAmerica and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica, provided that CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which a CarrAmerica De Minimis Event (as defined below) shall occur. As a condition to any merger, consolidation, reorganization or other business combination to which the Company is a party pursuant to which CarrAmerica acquires any equity interest in any entity other than the Company, such entity, so long as it is a TRS of EOPT, shall agree to (A) file an election to be treated as a TRS of CarrAmerica effective as of the date of consummation of such business combination (or, if such business combination takes place before January 1, 2001, effective beginning January 1, 2001) and (B) not take any action that would cause such entity to fail to qualify as a TRS of CarrAmerica for so long thereafter as CarrAmerica continues to make the election to be treated as a REIT; provided that CarrAmerica shall, at the request of such entity, consent to and join in a revocation of such election if a Post-Merger De Minimis Event (as defined below) shall occur any time after the date of consummation of the business combination (which revocation shall be effective for the taxable year immediately following the taxable year in which such Post-Merger De Minimis Event occurs). CarrAmerica shall notify the Company or the surviving entity, as the case may be, in writing of the occurrence of a CarrAmerica De Minimis Event or a Post-Merger De Minimis Event no more than 10 Business Days following the occurrence of such event. The determination of when a “CarrAmerica De Minimis Event” or a “Post-Merger De Minimis Event” shall occur shall be made in accordance with the principles of the respective definitions of “EOP De Minimis Event” and “Post-Merger De Minimis Event” contained in Section 4.1 of the Preferred Stockholders Agreement, as applied to Common Stock or common stock of the surviving entity, as the case may be, owned by CarrAmerica. (ii) For so long as the Company is obligated to constitute a TRS of CarrAmerica, if CarrAmerica shall so request in writing within forty-five (45) days prior to the close of any quarter of any of CarrAmerica’s taxable years beginning after December 31, 2000, the Company shall provide, within ten (10) days prior to the close of such quarter, written certification in a form reasonably acceptable to CarrAmerica that the Company constitutes a TRS of CarrAmerica. All references to the Company in this subparagraph (ii) shall include references to any successor-in-interest to the Company. (iii) Prior to the effective date of the Company’s election to be treated as a TRS of CarrAmerica, the Company shall not, without the prior written consent of CarrAmerica, provide any tenant services with respect to any property in which CarrAmerica owns a direct or indirect interest and in which a flexible workplace center was operated by a predecessor-in-interest of the Company prior to the date of this Agreement other than (A) the same types of tenant services as were provided prior to the date of this Agreement, (B) the same types of services as described in the ruling request filed by CarrAmerica with the Internal Revenue Service with respect to services provided by the Company, as supplemented, and as described in the private letter ruling issued by the Internal Revenue Service in response to such request and (C) any other services that would not cause more than 1% of the gross income derived directly or indirectly by CarrAmerica from such property to constitute impermissible tenant service income, as defined in Code Section 856(d)(7), provided that, with respect to any tenant services not described in clauses (A) or (B) which the Company notifies CarrAmerica in writing that it proposes to provide at any property, CarrAmerica shall provide such written consent as soon as is practicable after receiving such notification unless CarrAmerica determines, in its sole opinion, that the provision of such other services would give rise to a reasonable likelihood that the 1% level described in clause (C) would be exceeded at such property, and provided further that CarrAmerica shall be deemed to have given such written consent if it has not responded to the Company in writing, within 30 days of receipt of such notification from the Company, that it does not consent to the provision of the services described in the notification because it has determined that the provision of such services would give rise to a reasonable likelihood that such 1% level would be exceeded at such property. Copies of the ruling request referred to in clause (B) and any supplements or amendments thereto through the date of this Agreement, as well as copies of the private letter ruling referred to in clause (B) and any supplements or amendments thereto through the date of this Agreement, have been delivered by CarrAmerica to the Company upon or prior to the execution of this Agreement (all of which may be marked to conceal information other than any information concerning CarrAmerica and that portion of its business that relates to the company or the Company’s business, the Company and its business and the relationship and business arrangements between CarrAmerica and the Company). CarrAmerica shall deliver to the Company copies of any further supplements or amendments to the ruling request or the private letter ruling promptly after filing or receiving, as the case may be, such supplements or amendments.
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust (“"REIT”") under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall (A) elect to be treated as a “"taxable REIT subsidiary” " of CarrAmerica pursuant to Section 856(l) of the Code (a “"TRS”") and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica. If CarrAmerica’s 's ownership of the Common Stock of the Company is (A) reduced below five percent (5%) for a continuous period of six months or longer or (B) reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs. Notwithstanding the foregoing, for so long as CarrAmerica continues to make the election to be taxed as a REIT, the Company shall, so long as the Company is a TRS of Equity Office Properties Trust or any successor-in-interest thereof (“"EOPT”"), (A) elect to be treated as a TRS of CarrAmerica and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica, provided that CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which a CarrAmerica De Minimis Event (as defined below) shall occur. As a condition to any merger, consolidation, reorganization or other business combination to which the Company is a party pursuant to which CarrAmerica acquires any equity interest in any entity other than the Company, such entity, so long as it is a TRS of EOPT, shall agree to (A) file an election to be treated as a TRS of CarrAmerica effective as of the date of consummation of such business combination (or, if such business combination takes place before January 1, 2001, effective beginning January 1, 2001) and (B) not take any action that would cause such entity to fail to qualify as a TRS of CarrAmerica for so long thereafter as CarrAmerica continues to make the election to be treated as a REIT; provided that CarrAmerica shall, at the request of such entity, consent to and join in a revocation of such election if a Post-Merger De Minimis Event (as defined below) shall occur any time after the date of consummation of the business combination (which revocation shall be effective for the taxable year immediately following the taxable year in which such Post-Merger De Minimis Event occurs). CarrAmerica shall notify the Company or the surviving entity, as the case may be, in writing of the occurrence of a CarrAmerica De Minimis Event or a Post-Merger De Minimis Event no more than 10 Business Days following the occurrence of such event. The determination of when a “"CarrAmerica De Minimis Event” " or a “"Post-Merger De Minimis Event” " shall occur shall be made in accordance with the principles of the respective definitions of “"EOP De Minimis Event” " and “"Post-Merger De Minimis Event” " contained in Section 4.1 of the Preferred Stockholders Agreement, as applied to Common Stock or common stock of the surviving entity, as the case may be, owned by CarrAmerica.
(ii) For so long as the Company is obligated to constitute a TRS of CarrAmerica, if CarrAmerica shall so request in writing within forty-five (45) days prior to the close of any quarter of any of CarrAmerica’s taxable years beginning after December 31, 2000, the Company shall provide, within ten (10) days prior to the close of such quarter, written certification in a form reasonably acceptable to CarrAmerica that the Company constitutes a TRS of CarrAmerica. All references to the Company in this subparagraph (ii) shall include references to any successor-in-interest to the Company.
(iii) Prior to the effective date of the Company’s election to be treated as a TRS of CarrAmerica, the Company shall not, without the prior written consent of CarrAmerica, provide any tenant services with respect to any property in which CarrAmerica owns a direct or indirect interest and in which a flexible workplace center was operated by a predecessor-in-interest of the Company prior to the date of this Agreement other than (A) the same types of tenant services as were provided prior to the date of this Agreement, (B) the same types of services as described in the ruling request filed by CarrAmerica with the Internal Revenue Service with respect to services provided by the Company, as supplemented, and as described in the private letter ruling issued by the Internal Revenue Service in response to such request and (C) any other services that would not cause more than 1% of the gross income derived directly or indirectly by CarrAmerica from such property to constitute impermissible tenant service income, as defined in Code Section 856(d)(7), provided that, with respect to any tenant services not described in clauses (A) or (B) which the Company notifies CarrAmerica in writing that it proposes to provide at any property, CarrAmerica shall provide such written consent as soon as is practicable after receiving such notification unless CarrAmerica determines, in its sole opinion, that the provision of such other services would give rise to a reasonable likelihood that the 1% level described in clause (C) would be exceeded at such property, and provided further that CarrAmerica shall be deemed to have given such written consent if it has not responded to the Company in writing, within 30 days of receipt of such notification from the Company, that it does not consent to the provision of the services described in the notification because it has determined that the provision of such services would give rise to a reasonable likelihood that such 1% level would be exceeded at such property. Copies of the ruling request referred to in clause (B) and any supplements or amendments thereto through the date of this Agreement, as well as copies of the private letter ruling referred to in clause (B) and any supplements or amendments thereto through the date of this Agreement, have been delivered by CarrAmerica to the Company upon or prior to the execution of this Agreement (all of which may be marked to conceal information other than any information concerning CarrAmerica and that portion of its business that relates to the company or the Company’s business, the Company and its business and the relationship and business arrangements between CarrAmerica and the Company). CarrAmerica shall deliver to the Company copies of any further supplements or amendments to the ruling request or the private letter ruling promptly after filing or receiving, as the case may be, such supplements or amendments.
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