Common use of Limitations on Ownership Clause in Contracts

Limitations on Ownership. At no time may non-residents of Canada be the beneficial owners of a majority of the Trust Units on a fully diluted basis, whether by way of conversion of Debentures to Trust Units, repayment of Debentures by issuance of Trust Units, or otherwise, and the Manager on behalf of the Trust has informed the Trustee and the transfer agent and registrar of the Trust Units (the "TRANSFER AGENT") of this restriction. The Trust may require declarations as to the jurisdictions in which beneficial owners of Debentures are resident. If the Trust becomes aware as a result of such declarations as to beneficial ownership, that the beneficial owners of 49% or more of the Trust Units then outstanding, on a fully diluted basis, are, or may be, non-residents or that such a situation is imminent, the Trust may make a public announcement thereof and shall cause the Debenture Trustee or Transfer Agent not to accept a subscription for Debentures from or issue or register a transfer of Debentures to a Person unless the Person provides a declaration that the Person is not a non-resident. If, notwithstanding the foregoing, the Trust determines that a majority of the Trust Units, on a fully diluted basis, are held by non-residents, the Trust may send a notice to non-resident holders of Debentures or Trust Units, chosen in inverse order to the order of acquisition or registration of the Debentures and Trust Units or in such manner as the Trust may consider equitable and practicable, requiring them to sell their Debentures or Trust Units or a portion thereof within a specified period of not less than 60 days. If the Debentureholders or unitholders receiving such notice have not sold the specified number of Debentures or Trust Units or provided the Trust with satisfactory evidence that they are not non-residents within such period, the Trust or an agent appointed for such purpose may on behalf of such Debentureholder or unitholder sell such Debentures or Trust Units, as the case may be, and, in the interim, shall suspend the rights attached to such Debentures or Trust Units, as the case may be, and their rights shall be limited to receiving the net proceeds of sale upon surrender of the certificates representing such Debentures or Trust Units.

Limitations on Ownership. At no time may nonNon-residents of Canada Residents be the beneficial owners of (on either a majority of the Trust Units on a non-diluted or fully diluted basis) of more than 45% of the REIT Units, whether by way of conversion of Debentures to Trust Units, repayment of Debentures by issuance of Trust Units, or otherwise, and the Manager on behalf of REIT has notified the Trust has informed the Trustee Trustee, if necessary, and the transfer agent and registrar of the Trust Units (the "TRANSFER AGENT"“Transfer Agent”) of this restrictionrestriction in writing. The Trust may require declarations Trustee shall, upon receipt of a Written Direction of the REIT, deliver to the registered owners of Debentures a form of declaration (which form shall be prepared by the REIT) as to the jurisdictions in which beneficial owners of Debentures are residentresident and shall require the completion and return of such declarations from each registered owner. If the Trust becomes aware REIT notifies the Trustee in writing that, as a result of such declarations as to beneficial ownership, that the beneficial owners of 49% (on either a non-diluted or more of the Trust Units then outstanding, on a fully diluted basis, ) of more than 45% of the REIT Units are, or may be, nonNon-residents Residents or that such a situation is imminent, the Trust REIT may require the Trustee to make a public announcement thereof (the form and content of which shall cause be prepared by the Debenture REIT) and the REIT may instruct the Trustee or Transfer Agent , in writing, not to accept a subscription for Debentures from or issue or register a transfer of Debentures to a Person unless the Person provides a declaration that the Person is not a nonNon- Resident and does not hold his or her Debentures for the benefit of a Non-residentResident. If, notwithstanding the foregoing, the Trust determines REIT notifies the Trustee in writing that beneficial owners (on either a majority of the Trust Units, on a non-diluted or fully diluted basis, ) of more than 45% of the REIT Units are held by non-residentsNon- Residents, the Trust REIT may instruct the Trustee in writing to, or the trustees of the REIT may, send a notice (which notice shall be prepared by the REIT) to nonNon-resident Resident holders of Debentures or Trust Unitsand holders of Debentures for the benefit of Non-Residents, chosen in inverse order to the order of acquisition or registration of the Debentures and Trust Units or in such manner as the Trust Trustee or the trustees of the REIT may consider equitable and practicable, requiring them to sell their Debentures or Trust Units or a portion thereof within a specified period of not less more than 60 days. If the Debentureholders or unitholders receiving such notice have not sold the specified number of Debentures or Trust Units or provided the Trust REIT and the Trustee with satisfactory evidence that they are not nonNon-residents Residents and do not hold Debentures for the benefit of a Non-Resident within such period, the Trust or an agent appointed for such purpose REIT may give written instructions to the Trustee that it shall, on behalf of such Debentureholder, and each such Debentureholder hereby grants a power of attorney to: (a) the REIT to, sell or unitholder sell redeem such Debentures or Trust Units, as Debentures; and (b) the case may be, andTrustee and the REIT to, in the interim, shall suspend the rights attached to such Debentures. Upon such sale or redemption, the affected holders shall cease to be holders of Debentures or Trust Units, as the case may be, and their rights shall be limited to receiving the net proceeds of sale or redemption upon surrender of such Debentures. No liability shall accrue to the certificates representing REIT or the Trustee if a Debenture owned by a Non- Resident is sold at a loss to such Person. Unless and until the Trustee shall have been required to do so under the terms hereof, the Trustee shall not be bound to do or take any proceeding or action with respect to this Article 7 by virtue of the powers conferred on it hereby. The Trustee shall not be deemed to have notice of any violation of this Article 7 unless and until it has been given written notice of such violation by the REIT and shall act only as required by this REIT Indenture once an indemnity is provided. The Trustee shall not be required to actively monitor the foreign holdings of the Debentures, unless requested to do so in writing by the REIT. It is acknowledged that the Trustee cannot monitor the Non-Resident holders of the Debentures if the Debentures are registered in the name of a Depository or Trust Unitsany other intermediary. The Trustee shall not be liable for any violation of the Non-Resident ownership restriction which may occur.