Extract to table

• Leased Premises: The specific portions of the Southgate Portfolio properties in which the food-and-beverage, parking management, and co-working-space operations will be conducted, as identified and demised on the floor plans attached to each intercompany lease • Annual Base Rent: $18,700,000 per annum, payable in equal monthly installments of approximately $1,558,333 • Lease Term: Ten (10) years, commencing on the closing date of the Southgate Portfolio acquisition • Renewal Options: Two (2) consecutive five (5)-year renewal options, exercisable at the option of Southgate TRS upon written notice to Fairwater not less than twelve (12) months prior to the expiration of the then-current term • Rent Escalator: The annual base rent shall increase by a fixed rate of 2

A REIT must be managed by one or more trustees or directors, must have transferable shares or certificates of beneficial interest, must not be a financial institution or insurance company, and must have at least 100 beneficial owners (the "100-shareholder test")

Section 856(c)(4) of the Code imposes a series of asset composition requirements that must be satisfied at the close of each calendar quarter

The principal asset tests include: (a) The 75% asset test (Section 856(c)(4)(A)): At least 75% of the value of the REIT's total assets must consist of real estate assets, cash and cash items (including receivables), and Government securities

Under this provision, amounts received by a REIT from a TRS shall not be excluded from "rents from real property" by reason of Section 856(d)(2)(B) — i

Accordingly, the relevant requirement is that the rents paid by Southgate TRS to Fairwater under the intercompany leases must be at arm's-length rates, as required by Section 856(d)(7)(B) of the Code