Common use of Ownership Limitations Clause in Contracts

Ownership Limitations. The provisions of this Article XIII shall be applicable as if the Company was a REIT, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Date: (a) Basic Restrictions. (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit; (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit; and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year , unless otherwise allowed under Section 13.8(e)); and (2) no Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; (A) would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or (B) would cause any income of the Company that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares .

Ownership Limitations. The provisions of this Article XIII shall be applicable as if the Company was a REIT, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Date: (a) Basic Restrictions. (i) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares Units in excess of the Aggregate Ownership Limit; , (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares Units in excess of the Common Share Unit Ownership Limit; and Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares Units in excess of the Excepted Holder Limit for such Excepted Holder. (ii) (1) No Person shall Beneficially Own or Constructively Own Shares Units to the extent that such Beneficial Ownership or Constructive Ownership of Shares Units would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year year, unless otherwise allowed under Section 13.8(e)); and , and (2) no Person shall Beneficially Own or Constructively Own Shares Units to the extent that such Beneficial Ownership or Constructive Ownership of Shares Units would result in the Company otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; that (A) would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or Code or (B) would cause any income of the Company that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders Unitholders Date, any Transfer of Shares Units that, if effective, would result in the Shares Units being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall shall, to the fullest extent permitted by law, be void ab initio, and the intended transferee shall acquire no rights in such Shares Units.

Ownership Limitations. The provisions of this Article XIII shall be applicable as if the Company was a REIT, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Date: (a) Basic Restrictions. (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit; (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit; and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year year, unless otherwise allowed under Section 13.8(e)); and (2) no Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; (A) would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or (B) would cause any income of the Company that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares Shares.

Ownership Limitations. The Notwithstanding Article VII of the Charter, the provisions of this Article XIII Section 9 shall be applicable as if the Company was a REIT, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior apply with respect to the Restriction Termination Date: (a) Basic Restrictionslimitations on the ownership and Acquisition of shares of Series C Preferred Stock. (1i) No PersonExcept as provided in Section 9(h), other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit; (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit; and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year , unless otherwise allowed under Section 13.8(e)); and (2) no Person shall Beneficially Own or Constructively Own Shares any shares of Series C Preferred Stock such that such Person would Beneficially Own or Constructively Own Capital Stock in excess of the Ownership Limit; (ii) Except as provided in Section 9(h), any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange, Inc. (the "NYSE") that, if effective, would result in any Person Beneficially Owning Series C Preferred Stock in excess of the Ownership Limit shall be void ab initio as to the extent that Transfer of such Beneficial Series C Preferred Stock which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit; and the intended transferee shall Acquire no rights in such Series C Preferred Stock; (iii) Except as provided in Section 9(h), any Transfer (whether or Constructive not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in any Person Constructively Owning Series C Preferred Stock in excess of the Ownership Limit shall be void ab initio as to the Transfer of Shares such Series C Preferred Stock which would be otherwise Constructively Owned by such Person in excess of the Ownership Limit; and the intended transferee shall Acquire no rights in such Series C Preferred Stock; and (iv) Notwithstanding any other provisions contained in this Section 9, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) or other event that, if effective, would result in the Company Corporation being "closely held" within the meaning of section 856(h) of the Code, or would otherwise result in the Corporation failing to qualify as a REIT real estate investment trust (a "REIT") under the Code (including, but not limited to, Beneficial Ownership a Transfer or Constructive Ownership that; (A) other event that would result in the Company Corporation owning (actually directly or Constructively) an interest in a tenant that is described in Section section 856(d)(2)(B) of the Code; or (B) Code if the income derived by the Corporation from such tenant would cause any income of the Company that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company Corporation to fail to satisfy any of the gross income requirements of Section section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, initio as to the Transfer of the Series C Preferred Stock or other event which would cause the Corporation to be "closely held" within the meaning of section 856(h) of the Code or would otherwise result in the Corporation failing to qualify as a REIT; and the intended transferee or owner or Constructive or Beneficial Owner shall acquire Acquire or retain no rights in such Shares Series C Preferred Stock. (b) If, notwithstanding the other provisions contained in this Section 9, at any time after the date on which shares of Series C Preferred are first issued (the "Series C Issue Date"), there is a purported Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE), change in the capital structure of the Corporation or other event such that one or more of the restrictions on ownership and transfers described in Section 9(a), above, has been violated, then the Series C Preferred Stock being Transferred (or in the case of an event other than a Transfer, the Series C Preferred Stock owned or Constructively Owned or Beneficially Owned or, if the next sentence applies, the Series C Preferred Stock identified in the next sentence) which would cause the restriction on ownership or transfer to be violated (rounded up to the nearest whole share) shall be automatically converted into an equal number of shares of Series C Preferred Excess Stock ("Series C Excess Preferred"). If at any time of such purported Transfer any of the shares of the Series C Preferred Stock are then owned by a depositary to permit the trading of beneficial interests in fractional shares of Series C Preferred Stock, then shares of Series C Preferred Stock that shall be converted to Series C Excess Preferred shall be first taken from any Series C Preferred Stock that is not in such depositary that is Beneficially Owned or Constructively Owned by the Person whose Beneficial Ownership or Constructive Ownership would otherwise violate the restrictions of Section 9(a) prior to converting any shares in such depositary. Any conversion pursuant to this subparagraph shall be effective as of the close of business on the Business Day prior to the date of such Transfer or other event. (c) If the Board of Directors or its designee shall at any time determine in good faith that a Transfer or other event has taken place in violation of Section 9(a) or that a Person intends to Transfer or Acquire, has attempted to Transfer or Acquire or may Transfer or Acquire direct ownership, beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any shares of the Corporation in violation of Section 9(a), the Board of Directors or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer, Acquisition or other event, including, but not limited to, causing the Corporation to purchase such shares for Fair Market Value upon the terms and conditions specified by the Board of Directors in its sole discretion, refusing to give effect to such Transfer, Acquisition or other event on the books of the Corporation or instituting proceedings to enjoin such Transfer, Acquisition or other event; provided, however, that any Transfer or Acquisition (or, in the case of events other than a Transfer or Acquisition, ownership or Constructive Ownership or Beneficial Ownership) in violation of Section 9(a) shall automatically result in the conversion described in Section 9(b), irrespective of any action (or non-action) by the Board of Directors. (d) Any Person who Acquires or attempts to Acquire or Beneficially Owns or Constructively Owns shares of Series C Preferred Stock in excess of the aforementioned limitations, or any Person who is or attempts to become a transferee such that Series C Excess Preferred results under Section 9(b), shall immediately give written notice or, in the event of a proposed or attempted Transfer, give at least 15 days prior written notice to the Corporation of such event and shall provide to the Corporation such other information as it may request in order to determine the effect of any such Transfer on the Corporation's status as a REIT. (e) From and after the First Issuance, each Person who is a Beneficial Owner or Constructive Owner of Series C Preferred Stock and each Person (including the stockholder of record) who is holding Series C Preferred Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information with respect to the direct, indirect and constructive ownership of Series C Preferred Stock as the Corporation may request, in good faith, in order to comply with the provisions of the Code applicable to REITs, to comply with the requirements of any taxing authority of governmental agency or to determine such compliance. (f) Nothing contained in this Section 9 (but subject to Section 9(l)) shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders by preservation of the Corporation's status as a REIT. (g) In the case of an ambiguity in the application of any of the provisions of this Section 9, including any definition contained herein, the Board of Directors shall have the power to determine the application of the provisions of this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(1)). (i) Subject to Section 9(a)(iv), the Board of Directors, in its sole and absolute discretion, with the advice of the Corporation's tax counsel, may exempt a Person from the limitation on a Person Beneficially Owning Series C Preferred Stock in excess of the Ownership Limit if such Person is not an individual for purposes of Section 542(a)(2) of the Code and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual's Beneficially Owning Series C Preferred Stock will violate the Ownership Limit and such Person agrees that any violation of such representations or undertaking (or other action which is contrary to the restrictions contained in this Section 9) or attempted violation will result in such Series C Preferred Stock Beneficially Owned in excess of the Ownership Limit being exchanged for Series C Excess Preferred in accordance with Section 9(b). (ii) Subject to Section 9(a)(iv), the Board of Directors of the Corporation, in its sole and absolute discretion, with advice of the Corporation's tax counsel, may exempt a Person from the limitation on a Person Constructively Owning Series C Preferred Stock in excess of the Ownership Limit if such Person does not and represents that it will not own, directly or constructively (by virtue of the application of Section 318 of the Code, as modified by section 856(d)(5) of the Code), more than a 9% interest (as set forth in section 856(d)(2)(B) of the Code) in a tenant of the Corporation and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and such Person agrees that any violation or attempted violation will result in such Series C Preferred Stock Constructively Owned in excess of the Ownership Limit being exchanged for Excess Stock in accordance with Section 9(b). (iii) Prior to granting any exception pursuant to Section 9(h)(i) or 9(h)(ii), the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors, in its sole discretion as it may deem necessary or advisable in order to determine or ensure the Corporation's organization and operation in conformity with the requirements for qualification as a REIT under the Code; provided, however, that obtaining a favorable ruling or opinion shall not be required for the Board of Directors to grant an exception hereunder. (i) Notwithstanding anything herein to the contrary, Article VII, Section 9 of the Charter shall apply to this Section 9. (j) Each Certificate for Series C Preferred Stock shall bear substantially the following legend: The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by section 2-211(d) of the Maryland General Corporation Law with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the shares of each class of stock which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The following summary does not purport to be complete and is subject to and qualified in its entirety by reference to the charter of the Corporation including all amendments and supplements thereto (the "Charter"), a copy of which, including restrictions on transfer, will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent. All capitalized terms in this legend have the meanings defined in the Charter. The securities represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Corporation's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. Except as otherwise provided pursuant to the Charter of the Corporation, no Person may Beneficially Own or Constructively Own any shares of Series C Preferred Stock such that such Person would Beneficially Own or Constructively Own Common Equity in excess of 9% in value of the aggregate of the outstanding shares of Common Equity of the Corporation. Any Person who Acquires or attempts to Acquire or Beneficially Owns or Constructively Owns shares of Series C Preferred Stock in excess of the aforementioned limitation, or any Person who is or attempts to become a transferee such that Series C Excess Preferred would result under the provisions of the Charter, shall immediately give written notice or, in the event of a proposed or attempted Transfer, give at least 15 days prior written notice to the Corporation of such event and shall provide to the Corporation such other information as it may request in order to determine the effect of any such Transfer on the corporation's status as a REIT. Transfers in violation of the restrictions described above shall be void ab initio. If the restrictions on ownership and transfer are violated, the securities represented hereby will be designated and treated as shares of Series C Excess Preferred which will be transferred, by operation of law, to the trustee of a trust for the exclusive benefit of one or more charitable organizations. (k) If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court. (i) Upon any purported Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that results in the issuance of Series C Excess Preferred pursuant to Section 9(b), such Series C Excess Preferred shall be deemed to have been transferred to the Trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. The Trustee shall be appointed by the Corporation, and shall be a person unaffiliated with the Corporation, any Purported Beneficial Transferee or any Purported Record Transferee. By written notice to the Trustee, the Corporation shall designate one or more non-profit organizations to be the Charitable Beneficiary(ies) of the interest in the Trust representing the Series C Excess Preferred such that (a) the shares of Series C Preferred Stock from which the shares of Series C Excess Preferred held in the Trust were so converted would not violate the restrictions set forth in paragraph (a) of this Section 9 in the hands of such Charitable Beneficiary and (b) each Charitable Beneficiary is an organization described in sections 170(b)(1)(a), 170(c)(2) and 501(c)(3) of the Code. The Trustee of the Trust will be deemed to own the Series C Excess Preferred for the benefit of the Charitable Beneficiary on the date of the purported Transfer or other event that results in Series C Excess Preferred pursuant to paragraph (b) of this Section 9 Series C Excess Preferred so held in trust shall be issued and outstanding shares of stock of the Corporation. The Purported Record Transferee shall have no rights in such Series C Excess Preferred except the right to designate a transferee of such Series C Excess Preferred upon the terms specified in Section 9(l)(v). The Purported Beneficial Transferee shall have no rights in such Series C Excess Preferred except as provided in this Section 9. (ii) Series C Excess Preferred will be entitled to dividends and distributions authorized and declared with respect to the Series C Preferred Stock from which the Series C Excess Preferred was converted and will be payable to the Trustee of the Trust in which such Series C Excess Preferred is held, for the benefit of the Charitable Beneficiary. Dividends and distributions will be authorized and declared with respect to each share of Series C Excess Preferred in an amount equa

Ownership Limitations. The provisions of this Article XIII Section 9.13 shall be applicable as if to any series of the Company was a REIT, even if the Manager has not elected Trust that elects to have the Company qualify be taxed as a REIT, REIT and shall remain in full force and effect until prior to the Restriction Termination Date:. (a) Basic Restrictions. (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit; (2) no No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit; and (3) no No Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company Trust being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year year, unless otherwise allowed under Section 13.8(e)9.13.8(e); and (2) no No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company Trust otherwise failing to qualify for taxation as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership Ownership) that;: (A) a. would result in the Company Trust owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or (B) b. would cause any income of the Company Trust that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company Trust intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company Trust to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares Shares.

Ownership Limitations. The provisions of this Article XIII shall be applicable as if From and after the Company was a REIT, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Initial Date: (a) Basic Restrictions. (i) (1) No Person, other than an Excepted HolderHolder and other than RMR Advisors or its Affiliates, shall Beneficially Own or Constructively Own Equity Shares in excess of the Aggregate Share Ownership Limit; , (2) no Person, other than an Excepted HolderHolder and other than RMR Advisors or its Affiliates, shall Beneficially Own or Constructively Own Common common Equity Shares in excess of the Common Share Ownership Limit; and Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Equity Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1ii) No Person Person, other than an Excepted Holder and other than RMR Advisors or its Affiliates, shall Beneficially Own or Constructively Own Equity Shares to the extent that such Beneficial Ownership or Constructive Ownership of Equity Shares would result in (1) the Company Trust being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year year), unless otherwise allowed under Section 13.8(e)); and or (2) no Person shall Beneficially Own or Constructively Own Shares to the extent any Investees that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company are otherwise REITs failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; (A) that would result in the Company Trust or any Investees that are otherwise REITs, as the case may be, owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or (B) Code if the income derived by such Investees that are otherwise REITs or any of their respective Affiliates, as the case may be, from such tenant would cause any income of the Company such Investees that would are otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company REITs to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders DateSubject to Section 9 of Article X, notwithstanding any other provisions contained herein, any Transfer of Equity Shares (whether or not such Transfer is the result of a transaction entered into through the facilities of the AMEX or any other national securities exchange or automated inter-dealer quotation system) that, if effective, would result in the Equity Shares being beneficially owned Beneficially Owned by fewer less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares Equity Shares.

Ownership Limitations. The provisions of this Article XIII shall be applicable (a) Except as if the Company was a REITprovided in Section 12, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Date: , no Person (a) Basic Restrictions. (1) No Person, other than an Excepted Existing Holder, ) shall Beneficially Own or Constructively Own Shares shares of Stock in excess of the Aggregate Ownership Limit; (2) Limit and no Person, other than an Excepted Holder, Existing Holder shall Beneficially Own or Constructively Own Common Shares shares of Stock in excess of the Common Share Ownership Limit; and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Existing Holder Limit for such Excepted Existing Holder. (1b) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year , unless otherwise allowed under Section 13.8(e)); and (2) no Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company otherwise failing to qualify Except as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; (A) would result in the Company owning (actually or Constructively) an interest in a tenant that is described provided in Section 856(d)(2)(B) of 12, until the Code; or (B) would cause any income of the Company that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders Restriction Termination Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer any Person (other than 100 Persons (determined under the principles an Existing Holder) Beneficially Owning shares of Section 856(a)(5) Stock in excess of the Code) Ownership Limit shall be void ab initio, initio as to the Transfer of the shares of Stock which would otherwise be Beneficially Owned by such Person in excess of the Ownership Limit; and the intended transferee shall acquire no rights in such Shares shares of Stock. (c) Except as provided in Sections 9 and 12, until the Restriction Termination Date, any Transfer that, if effective, would result in any Existing Holder Beneficially Owning shares of Stock in excess of the applicable Existing Holder Limit shall be void ab initio as to the Transfer of the shares of Stock which would be otherwise Beneficially Owned by such Existing Holder in excess of the applicable Existing Holder Limit; and such Existing Holder shall acquire no rights in such shares of Stock. (d) Until the Restriction Termination Date, any Transfer that, if effective, would result in the shares of Stock being beneficially owned (as provided in Section 856(a) of the Code) by less than 100 Persons (determined without reference to any rules of attribution) after January 30 of the taxable year following the taxable year for which the REIT Subsidiary makes its election to be treated as a REIT shall be void ab initio as to the Transfer of the shares of Stock which would be otherwise beneficially owned (as provided in Section 856(a) of the Code) by the transferee; and the intended transferee shall acquire no rights in such shares of Stock.

Ownership Limitations. The provisions of this Article XIII shall be applicable as if the Company was a REIT, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Date: (a) Basic Restrictions. (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit; (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit; and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1) No Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year , unless otherwise allowed under Section 13.8(e)); and (2) no Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Company otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; (A) would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or (B) would cause any income of the Company that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing any entity that the Company intends to treat as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code to fail to qualify as such), in either case causing the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (iii) During the period commencing on the One Hundred Shareholders Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares Shares.

Ownership Limitations. The provisions of this Article XIII shall be applicable as if the Company was a REIT, even if the Manager has not elected to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Date: (a) Basic Restrictions. (1) No Notwithstanding any other provision of this Indenture, during any period of time in which a Person’s Beneficial Ownership of shares of Common Stock is less than 5%, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit; (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit; and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1) No Person shall Beneficially Own not have the right to convert all or Constructively Own Shares any portion of any of its Notes into shares of Common Stock to the extent that that, upon and after giving effect to such conversion, such Person (together with such Person’s Affiliates and any other Persons or entities whose Beneficial Ownership or Constructive Ownership of Shares shares of Common Stock would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year , unless otherwise allowed under Section 13.8(e)); and (2) no Person shall Beneficially Own or Constructively Own Shares to the extent that be aggregated with such Beneficial Ownership or Constructive Ownership of Shares would result in the Company otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; (A) would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or (B) would cause any income of the Company that would otherwise qualify as “rents from real property” Person’s for purposes of Section 856(d13(d) of the Code Exchange Act (the “Affiliated Parties”) (including shares of Common Stock held by any “group” of which such Person or any of its Affiliated Parties is a member)) would have Beneficial Ownership of more than 4.99% of the total number of shares of Common Stock then issued and outstanding; provided that such Person may, from time to fail time, at its option and upon not less than 61 days’ prior notice to qualify the Company, elect to increase such limitation to any other percentage not in excess of 9.99% of the total number of shares of Common Stock then issued and outstanding. Any such increase shall not be effective until the 61st day after such notice is delivered to the Company. The Company shall not adopt any shareholder rights plan or take any other action that would have the effect of restricting or adversely affecting a person’s election to change such foregoing percentage limitation. (b) For purposes of this Section 14.12, “Beneficial Ownership” means the number of shares of Common Stock beneficially owned by a Person and its Affiliated Parties (and any other Persons or entities acting as a “group” together with a Person or any of such (includingHolder’s Affiliated Parties) and shall include the number of shares of Common Stock issuable upon conversion of the Notes with respect to which such determination is being made, but not limited toshall exclude the number of shares of Common Stock that would be issuable upon (i) conversion of the remaining, unconverted portion of the Notes beneficially owned by such Person or any of its Affiliated Parties (and any other Persons or entities acting as a “group” together with such Person or any of such Person’s Affiliated Parties) and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company exercisable for or convertible into Common Stock that are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Person or any of its Affiliated Parties (and any other Persons or entities acting as a “group” together with such Person or any of such Person’s Affiliated Parties). Except as set forth in the preceding sentence, for purposes of Section 14.12(a), Beneficial Ownership shall be calculated (and, for such purpose, whether any Person or entity forms a “group” with any Person or such Person’s Affiliated Parties will be determined) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (or, to the extent that, as a result of causing a change in law, regulation or interpretation after the date hereof, the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher Beneficial Ownership for any entity such party, then such Beneficial Ownership will be calculated in accordance with Section 16 of the Exchange Act and the rules and regulations thereunder), it being acknowledged by each Person that the Company intends is not representing to treat as an “eligible independent contractor” within the meaning of any Person that such calculation is in compliance with Section 856(d)(9)(A13(d) of the Code Exchange Act and each Person is solely responsible for any schedules required to fail be filed in accordance therewith. To the extent that an ownership limitation contained in Section 14.12(a) applies, the determination of whether the Notes owned by a Person are convertible (in relation to qualify other securities owned by such Person together with its Affiliated Parties (and any other Persons or entities acting as sucha “group” together with such Person or any of such Person’s Affiliated Parties)) and of which portion of the Notes owned by such Person is convertible shall be in the sole discretion of such Person, and the submission of a conversion notice to the Conversion Agent (pursuant to Section 14.02) shall be deemed to be such Person’s determination of whether the Notes owned by such Person are convertible (in relation to other securities owned by such Person together with any of its Affiliated Parties (and any other Persons or entities acting as a “group” together with such Person or any of such Person’s Affiliated Parties)) and of which portion of such Notes are convertible, in each case subject to the then applicable ownership limitation (as determined in accordance with Section 14.12(a)), in either case causing and neither the Company nor the Conversion Agent shall have any obligation to fail verify or confirm the accuracy of such determination. In addition, a determination as to satisfy any of the gross income requirements of “group” status as contemplated above shall be determined in accordance with Section 856(c13(d) of the CodeExchange Act and the rules and regulations promulgated thereunder. To ensure compliance with this restriction, the Person will be deemed to represent to the Company each time it delivers a conversion notice (pursuant to Section 14.02) that such conversion notice has not violated the restrictions set forth in Section 14.12(a). (iii) During the period commencing on the One Hundred Shareholders Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares .

Ownership Limitations. The provisions Company has taken all actions necessary to (i) exempt (the "Exemption") the Buyer, RECP and their respective Affiliates and the direct and indirect holders of this Article XIII shall be applicable interests therein ("Ownership Limitation Affiliates") from the Ownership Limit (as if defined in the Company was a REIT, even if the Manager has not elected Articles) pursuant to have the Company qualify as a REIT, and shall remain in full force and effect until prior to the Restriction Termination Date: (a) Basic Restrictions. (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess Section 6.1.7 of the Aggregate Ownership Limit; (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Articles with respect to all Preferred Shares in excess and 22% of the Common Stock (after taking into account any Common Stock issuable upon conversion of the Preferred Shares) of the Company determined by (i) the number of shares outstanding or (ii) Current Market Price (as defined in the Articles Supplementary) whichever produces the largest holding of Common Stock under the two methods, computed with regard to all outstanding shares of Common Stock (the "Allowed Common Shares"), and (ii) to exempt Buyer, RECP and Ownership Limitation Affiliates from the "Interested Stockholder" and "Control Share Ownership Limit; and Acquisition" provisions (Subtitles 6 and 7 of Title 3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder. (1) No Person shall Beneficially Own or Constructively Own Shares Maryland General Corporation Law, with respect to the extent ownership by the Buyer, RECP, the Ownership Limitation Affiliates or any Qualifying Transferee of the Preferred Shares and any future ownership of Allowed Common Shares, and the Company will not take any action that such Beneficial Ownership or Constructive Ownership of Shares would result results in the Buyer, RECP, the Ownership Limitation Affiliates or any Qualifying Transferee no longer being exempted or excepted, as applicable, from the Ownership Limit and Maryland law provisions, as described above, provided Buyer complies with the terms and conditions of the Exemption as set forth in that certain letter from the Company being “closely held” to Buyer dated the date hereof regarding the Exemption (the "Exemption Letter"). Any transferee of the Buyer (i) which is not an "individual" (within the meaning of Section 856(h542(a)(2) of the Code, as modified by Section 856(h)(3), i.e., not treating a pension fund under Section 401(a) of the Code as an individual), (without regard to whether the ii) whose ownership interest is held during the last half of a taxable year , unless otherwise allowed under Section 13.8(e)); and (2) no Person shall Beneficially Own Preferred Shares or Constructively Own Allowed Common Shares to the extent that into which such Beneficial Ownership or Constructive Ownership of Preferred Shares would result in are convertible will not cause the Company otherwise failing to (a) fail to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that; (A) would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code; or (B) would cause any income of the Company that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of under the Code to fail to qualify as such or (including, but not limited to, as b) be a result of causing any entity that the Company intends to treat as an “eligible independent contractor” "pension-held REIT" within the meaning of Section 856(d)(9)(A856(h)(3)(D) of the Code to fail to qualify as such), in either case causing the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). and (iii) During who executes a shareholder undertaking substantially similar to that executed by Buyer in connection with the period commencing on the One Hundred Shareholders Date, any Transfer of Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) Company's issuance of the CodeExemption (a "Qualifying Transferee"), shall, upon such transfer, also be (i) shall be void ab initio, exempt from the Ownership Limit with respect to the Preferred Shares and the intended transferee shall acquire no rights in such Allowed Common Shares and (ii) exempt from the "Interested Stockholder" and "Control Share Acquisition" provisions of the Maryland General Corporation Law.