Common use of Transfer in Trust Clause in Contracts

Transfer in Trust. If any Transfer or Non-Transfer Event occurs which, if effective or otherwise, would result in any Person Beneficially Owning or Constructively Owning (as applicable) Units in violation of this Section 11.7, hereof: A. then that number of Units, the Beneficial Ownership or Constructive Ownership (as applicable) of which otherwise would cause such Person to violate Section 11.7 hereof (rounded up to the nearest whole Unit), shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 11.8 hereof, effective as of the close of business on the Business Day prior to the date of such Transfer or Non-Transfer Event, and such Person (or, if different, the direct or beneficial owner of such Units) shall acquire no rights in such Units or shall be divested of its rights in such Units, as applicable, and to the extent that, upon a transfer of Units pursuant to this Section 11.7 hereof would nonetheless be continuing, then Units shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended transferee shall acquire no rights in such Units. C. In determining which Units are to be transferred to a Trust in accordance with this Section 11.7 and Section 11.8 hereof, Units shall be so transferred to a Trust in such manner that minimizes the aggregate value of the Units that are transferred to the Trust (except to the extent that the Company determines that the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basis.

Transfer in Trust. If (i) If, notwithstanding the other provisions contained in this Section 9, at any time during the Restriction Period there is a purported Transfer or Non-Transfer Event occurs whichsuch that any Individual would Beneficially Own Shares in excess of the General Ownership Limit (“Excess Shares”), if effective then, (i) except as otherwise provided in Section 9.9, the purported transferee shall acquire no right or otherwiseinterest (or, would result in the case of a Non-Transfer Event, the Person holding record title to the Shares Actually Owned or Beneficially Owned by such Individual shall cease to own any Person Beneficially Owning right or Constructively Owning (as applicableinterest) Units in violation of this Section 11.7, hereof: A. then that such number of Units, the Beneficial Ownership or Constructive Ownership (as applicable) of which otherwise Shares that would cause such Person to violate Section 11.7 hereof result, and (ii) such number of Shares in excess of the General Ownership Limit (rounded up to the nearest whole Unit), Share) shall be designated Excess Shares and, in accordance with Section 9.11, transferred automatically transferred and by operation of law to a Separate Trust for to be held in accordance with Section 9.11. Such transfer to a Separate Trust and the benefit designation of a Charitable Beneficiary, the Shares as described in Section 11.8 hereof, Excess Shares shall be effective as of the close of business on the Business Day prior to the date of the purported Transfer or Non- Transfer Event, as the case may be. (ii) If, notwithstanding the other provisions contained in this Section 9, there is a purported Transfer or Non-Transfer Event that, if effective at any time during the Restriction Period or the Domestic Restriction Period, as applicable, would cause the Company to become “closely held” within the meaning of Section 856(h) of the Code, or to otherwise fail to qualify as a REIT (other than as a result of a violation of the “100-shareholder” requirement of Section 856(a)(5) of the Code), then (i) the purported transferee shall not acquire any right or interest (or, in the case of a Non-Transfer Event, the Person holding record title to the Shares with respect to which such Non-Transfer Event occurred shall cease to own any right or interest) in such number of Shares, the ownership of which by such purported transferee or record holder would cause the Company to be “closely held” within the meaning of Section 856(h) of the Code or to otherwise fail to qualify as a REIT (other than as a result of a violation of the “100-shareholder” requirement of Section 856(a)(5) of the Code); and (ii) such number of Shares (rounded up to the nearest whole Share) shall be designated Excess Shares and, in accordance with the provisions of Section 9.11, transferred automatically and by operation of law to the Separate Trust to be held in accordance with Section 9.11. Such transfer to a Separate Trust and the designation of Shares as Excess Shares shall be effective as of the close of business on the Business Day prior to the date of the Transfer or Non-Transfer Event, and such Person (or, if different, as the direct or beneficial owner of such Units) shall acquire no rights in such Units or shall be divested of its rights in such Units, as applicable, and to the extent that, upon a transfer of Units pursuant to this Section 11.7 hereof would nonetheless be continuing, then Units shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended transferee shall acquire no rights in such Unitscase may be. C. In determining which Units are to be transferred to a Trust in accordance with this Section 11.7 and Section 11.8 hereof, Units shall be so transferred to a Trust in such manner that minimizes the aggregate value of the Units that are transferred to the Trust (except to the extent that the Company determines that the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basis.

Transfer in Trust. If any Transfer event occurs or Non-Transfer Event occurs has occurred, or any transfer of LLC Interests is about to occur, which, if effective or otherwiseeffective, would result in any Person Beneficially Owning or Constructively Owning (as applicable) Units LLC Interests in violation of this Section 11.7, hereof:15.15(a)(i)(A) or Section 15.15(a)(i)(B): A. then that number of Units, (A) Then the LLC Interests the Beneficial Ownership or Constructive Ownership (as applicable) of which otherwise would cause such Person to violate Section 11.7 hereof (rounded up to the nearest whole Unit), 15.15(a)(i)(A) or Section 15.15(a)(i)(B) shall be automatically transferred to a Trust for the exclusive benefit of a one or more Charitable BeneficiaryBeneficiaries, as described in Section 11.8 hereof15.15(i), effective as of the close of business on the Business Day immediately prior to the date of such Transfer or Non-Transfer Eventtransfer, and such Person (or, if different, the direct or beneficial owner of such Units) shall acquire no rights in such Units LLC Interests; or (B) If the transfer to the Trust described in Section 15.15(a)(ii)(A) would not be effective for any reason to prevent the violation of Section 15.15(a)(i)(A) or Section 15.15(a)(i)(B), then the transfer of the LLC Interests that otherwise would cause any Person to violate Section 15.15(a)(i)(A) or Section 15.15(a)(i)(B) shall be divested of its void ab initio, and the intended transferee shall acquire no rights in such UnitsLLC Interests. (C) In determining which LLC Interests are to be transferred to a Trust in accordance with this Section 15.15(a)(ii) and Section 15.15(i) hereof, LLC Interests shall be so transferred to a Trust in such manner as applicableminimizes the aggregate value of the LLC Interests that are transferred to the Trust (except as provided in Section 15.15(f)) and, and to the extent not inconsistent therewith, on a pro rata basis. (D) To the extent that, upon a transfer of Units LLC Interests pursuant to this Section 11.7 hereof 15.15(a)(ii), a violation of any provision of Section 15.15(a)(i) would nonetheless be continuing, then Units LLC Interests shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Charitable Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 15.15(a)(i) hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended transferee shall acquire no rights in such Units. C. In determining which Units are to be transferred to a Trust in accordance with this Section 11.7 and Section 11.8 hereof, Units shall be so transferred to a Trust in such manner that minimizes the aggregate value of the Units that are transferred to the Trust (except to the extent that the Company determines that the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basis.

Transfer in Trust. If any Transfer event occurs or Non-Transfer Event occurs has occurred, or any transfer of Partnership Interests is about to occur, which, if effective or otherwiseeffective, would result in any Person Beneficially Owning or Constructively Owning (as applicable) Units Partnership Interests in violation of this Section 11.7, hereof:15.16(a)(i)(A) or Section 15.16(a)(i)(B): A. then that number of Units, (A) Then the Partnership Interests the Beneficial Ownership or Constructive Ownership (as applicable) of which otherwise would cause such Person to violate Section 11.7 hereof (rounded up to the nearest whole Unit), 15.16(a)(i)(A) or Section 15.16(a)(i)(B) shall be automatically transferred to a Trust for the exclusive benefit of a one or more Charitable BeneficiaryBeneficiaries, as described in Section 11.8 hereof15.16(i), effective as of the close of business on the Business Day immediately prior to the date of such Transfer or Non-Transfer Eventtransfer, and such Person (or, if different, the direct or beneficial owner of such Units) shall acquire no rights in such Units Partnership Interests; or (B) If the transfer to the Trust described in Section 15.16(a)(ii)(A) would not be effective for any reason to prevent the violation of Section 15.16(a)(i)(A) or Section 15.16(a)(i)(B), then the transfer of the Partnership Interests that otherwise would cause any Person to violate Section 15.16(a)(i)(A) or Section 15.16(a)(i)(B) shall be divested of its void ab initio, and the intended transferee shall acquire no rights in such UnitsPartnership Interests. (C) In determining which Partnership Interests are to be transferred to a Trust in accordance with this Section 15.16(a)(ii) and Section 15.16(i) hereof, Partnership Interests shall be so transferred to a Trust in such manner as applicableminimizes the aggregate value of the Partnership Interests that are transferred to the Trust (except as provided in Section 15.16(f)) and, and to the extent not inconsistent therewith, on a pro rata basis. (D) To the extent that, upon a transfer of Units Interests pursuant to this Section 11.7 hereof 15.16(a)(ii), a violation of any provision of Section 15.16(a)(i) would nonetheless be continuing, then Units Interests shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 15.16(a)(i) hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended transferee shall acquire no rights in such Units. C. In determining which Units are to be transferred to a Trust in accordance with this Section 11.7 and Section 11.8 hereof, Units shall be so transferred to a Trust in such manner that minimizes the aggregate value of the Units that are transferred to the Trust (except to the extent that the Company determines that the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basis.

Transfer in Trust. If any Transfer of shares of Series A Preferred Stock (whether or Nonnot such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-Transfer Event dealer quotation system) occurs which, if effective or otherwiseeffective, would result in any Person Beneficially Owning or Constructively Owning (as applicable) Units shares of Series A Preferred Stock in violation of this Section 11.7, hereof:9(b)(i)(A)(i) or (ii): A. (i) then that number of Unitsshares of the Series A Preferred Stock, the Beneficial Ownership or Constructive Ownership (as applicable) of which otherwise would cause such Person to violate Section 11.7 hereof 9(b)(i)(A)(i) or (ii) (rounded up to the nearest whole Unit), share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 11.8 hereof9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or Non-Transfer EventTransfer, and such Person (or, if different, the direct or beneficial owner of such Units) shall acquire no rights in such Units shares; or (ii) if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 9(b)(i)(A)(i) or (ii), then the Transfer of that number of shares of Series A Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i)(A)(i) or (ii) shall be divested of its void ab initio, and the intended transferee shall acquire no rights in such Unitsshares of Series A Preferred Stock. (iii) In determining which shares of Series A Preferred Stock are to be transferred to a Trust in accordance with this Section 9(b)(i)(B) and Section 9(c) hereof, shares shall be so transferred to a Trust in such manner as applicableminimizes the aggregate value of the shares that are transferred to the Trust (except as provided in Section 9(b)(vi)) and, to the extent not inconsistent therewith, on a pro rata basis (unless otherwise determined by the Board of Directors in its sole and to absolute discretion). To the extent that, upon a transfer of Units shares of Series A Preferred Stock pursuant to this Section 11.7 hereof 9(b)(i)(B), a violation of any provision of Section 9(b)(i)(A) would nonetheless be continuingcontinuing (as, for example, where the ownership of shares of Series A Preferred Stock by a single Trust would result in the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Persons), then Units shares of Series A Preferred Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 9(b)(i)(A) hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended transferee shall acquire no rights in such Units. C. In determining which Units are to be transferred to a Trust in accordance with this Section 11.7 and Section 11.8 hereof, Units shall be so transferred to a Trust in such manner that minimizes the aggregate value of the Units that are transferred to the Trust (except to the extent that the Company determines that the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basis.

Transfer in Trust. If (i) If, notwithstanding the other provisions contained in this Section 9, at any time during the Restriction Period there is a purported Transfer or Non-Transfer Event occurs whichsuch that any Individual would Beneficially Own Shares in excess of the General Ownership Limit (“Excess Shares”), if effective then, (i) except as otherwise provided in Section 9.9, the purported transferee shall acquire no right or otherwiseinterest (or, would result in the case of a Non-Transfer Event, the Person holding record title to the Shares Actually Owned or Beneficially Owned by such Individual shall cease to own any Person Beneficially Owning right or Constructively Owning (as applicableinterest) Units in violation of this Section 11.7, hereof: A. then that such number of Units, the Beneficial Ownership or Constructive Ownership (as applicable) of which otherwise Shares that would cause such Person to violate Section 11.7 hereof result, and (ii) such number of Shares in excess of the General Ownership Limit (rounded up to the nearest whole Unit), Share) shall be designated Excess Shares and, in accordance with Section 9.11, transferred automatically transferred and by operation of law to a Separate Trust for to be held in accordance with Section 9.11. Such transfer to a Separate Trust and the benefit designation of a Charitable Beneficiary, the Shares as described in Section 11.8 hereof, Excess Shares shall be effective as of the close of business on the Business Day prior to the date of the purported Transfer or Non- Transfer Event, as the case may be. (ii) If, notwithstanding the other provisions contained in this Section 9, there is a purported Transfer or Non-Transfer Event that, if effective at any time during the Restriction Period would cause the Company to become “closely held” within the meaning of Section 856(h) of the Code, or to otherwise fail to qualify as a REIT (other than as a result of a violation of the “100-shareholder” requirement of Section 856(a)(5) of the Code), then (i) the purported transferee shall not acquire any right or interest (or, in the case of a Non-Transfer Event, the Person holding record title to the Shares with respect to which such Non-Transfer Event occurred shall cease to own any right or interest) in such number of Shares, the ownership of which by such purported transferee or record holder would cause the Company to be “closely held” within the meaning of Section 856(h) of the Code or to otherwise fail to qualify as a REIT (other than as a result of a violation of the “100-shareholder” requirement of Section 856(a)(5) of the Code); and (ii) such number of Shares (rounded up to the nearest whole Share) shall be designated Excess Shares and, in accordance with the provisions of Section 9.11, transferred automatically and by operation of law to the Separate Trust to be held in accordance with Section 9.11. Such transfer to a Separate Trust and the designation of Shares as Excess Shares shall be effective as of the close of business on the Business Day prior to the date of the Transfer or Non-Transfer Event, and such Person (or, if different, as the direct or beneficial owner of such Units) shall acquire no rights in such Units or shall be divested of its rights in such Units, as applicable, and to the extent that, upon a transfer of Units pursuant to this Section 11.7 hereof would nonetheless be continuing, then Units shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended transferee shall acquire no rights in such Unitscase may be. C. In determining which Units are to be transferred to a Trust in accordance with this Section 11.7 and Section 11.8 hereof, Units shall be so transferred to a Trust in such manner that minimizes the aggregate value of the Units that are transferred to the Trust (except to the extent that the Company determines that the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basis.

Transfer in Trust. If (a) If, notwithstanding any other provision of this Article V, at any time prior to the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event occurs which, if effective or otherwise, would result in such that any Person would either Beneficially Owning Own or Constructively Owning Own Depositary Shares in excess of the Ownership Limit, then, (i) except as applicableprovided in Section 5.9, the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the Person holding record title to the Depositary Shares Beneficially Owned or Constructively Owned by such Beneficial Owner or Constructive Owner, shall cease to own any right or interest) Units in violation of this Section 11.7, hereof: A. then that such number of Units, the Beneficial Ownership or Constructive Ownership (as applicable) of Depositary Shares which otherwise would cause such Person Beneficial Owner or Constructive Owner to violate Section 11.7 hereof Beneficially own or Constructively Own Depositary Shares in excess of the Ownership Limit, and (ii) such number of Depositary Shares in excess of the Ownership Limit (rounded up to the nearest whole Unit), share) shall be designated Shares-in-Trust and, in accordance with the provisions of Section 5.12 of this Article V, transferred automatically transferred and by operation of law to and held in a Trust. Such transfer to a Trust for and the benefit designation of a Charitable Beneficiary, the shares as described in Section 11.8 hereof, Shares-in-Trust shall be effective as of the close of business on the Business Day prior to business day next preceding the date of such the purported Transfer or Non-Transfer Event, and such Person as the case may be. (orb) If, notwithstanding the other provisions contained in this Article V, prior to the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event that, if differenteffective, would cause the direct Company either to become "closely held" within the meaning of Section 856(h) of the Code, to Constructively Own 10% or beneficial owner more of such Unitsthe ownership interests in any tenant or subtenant of the Company's real property (including the real property held by FelCor Lodging Limited Partnership and any other partnership in which the Company owns an interest) shall acquire no rights within the meaning of Section 856(d)(2)(B) of the Code, or otherwise to fail to qualify as a REIT (other than as a result of a violation of the requirement, contained in such Units or shall be divested Section 856(a)(5) of its rights in such Unitsthe Code, as applicable, and to the extent that, upon that a transfer of Units pursuant to this Section 11.7 hereof would nonetheless be continuingREIT have at least 100 stockholders), then Units shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended purported transferee shall acquire no rights right or interest (or, in the case of a Non-Transfer Event, the Person holding record title to the Depositary Shares with respect to which such Non-Transfer Event occurred, shall cease to own any right or interest) in such Units. C. In determining number of Depositary Shares, the ownership of which Units are by such purported transferee or record holder would cause the Company either to be "closely held" within the meaning of Section 856(h) of the Code, to violate the 10% limitation of Section 856(d)(2)(B) of the Code or otherwise to fail to qualify as a REIT (other than as a result of a violation of the 100 stockholder requirement of Section 856(a)(5) of the Code), and (ii) such number of Depositary Shares (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with the provisions of Section 5.12 of this Article V, transferred automatically and by operation of law to a Trust to be held therein in accordance with Section 5.12 of this Section 11.7 and Section 11.8 hereof, Units shall be so transferred Article V. Such transfer to a Trust in such manner that minimizes the aggregate value shall be effective as of the Units that are transferred to close of business on the Trust (except to business day next preceding the extent that date of the Company determines that Transfer or Non-Transfer Event, as the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basiscase may be.

Transfer in Trust. If any Transfer or Non-Transfer Event of Interests occurs which, if effective or otherwiseeffective, would result in any Person Beneficially Owning or Constructively Owning (as applicable) Units Interests in violation of this Section 11.7, hereof:10.2(a)(i) or (ii): A. (i) then that number of Units, the Interests the Beneficial Ownership or Constructive Ownership (as applicable) of which otherwise would cause such Person to violate Section 11.7 hereof 10.2(a)(i) or (rounded up to the nearest whole Unit), ii) shall be automatically transferred to a Trust for the exclusive benefit of a one or more Charitable BeneficiaryBeneficiaries, as described in Section 11.8 hereof10.10, effective as of the close of business on the Business Day prior to the date of such Transfer or Non-Transfer EventTransfer, and such Person (or, if different, the direct or beneficial owner of such Units) shall acquire no rights in such Units Interests; or (ii) if the transfer to the Trust described in Section 10.2(b)(i) would not be effective for any reason to prevent the violation of Section 10.2(a)(i) or (ii), then the Transfer of the Interests that otherwise would cause any Person to violate Section 10.2(a)(i) or (ii) shall be divested of its void ab initio, and the intended transferee shall acquire no rights in such UnitsInterests. (iii) in determining which Interests are to be transferred to a Trust in accordance with this Section 10.2(b) and Section 10.10 hereof, Interests shall be so transferred to a Trust in such manner as applicableminimizes the aggregate value of the Interests that are transferred to the Trust (except as provided in Section 10.7) and, and to the extent not inconsistent therewith, on a pro rata basis. (iv) To the extent that, upon a transfer of Units Interests pursuant to this Section 11.7 hereof 10.2(b), a violation of any provision of Section 10.2(a) would nonetheless be continuing, then Units Interests shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 11.7 10.2(a) hereof; or B. if the transfer to the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended transferee shall acquire no rights in such Units. C. In determining which Units are to be transferred to a Trust in accordance with this Section 11.7 and Section 11.8 hereof, Units shall be so transferred to a Trust in such manner that minimizes the aggregate value of the Units that are transferred to the Trust (except to the extent that the Company determines that the Units transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 11.7, and to the extent not inconsistent therewith, on a pro rata basis.

Transfer in Trust. If (i) If, notwithstanding the other provisions contained in Sections 6.14 through 6.16 and subject to Section 6.17 hereof, at any time on or after the Effective Date and prior to the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event occurs which, if effective or otherwise, would result in such that any Person would Beneficially Owning Own shares of Capital Stock in excess of the Ownership Limit (in the case of any Person other than an Existing Holder) or Constructively Owning Existing Holder Limit (in the case of an Existing Holder), then, except as applicableotherwise provided in Sections 6.14(10), (11), (12) Units or (13), (A) the purported transferee shall acquire no right or interest (or, in violation the case of this Section 11.7a Non-Transfer Event, hereof: A. then that the person holding record title to the shares of Capital Stock Beneficially Owned by such Beneficial Owner shall cease to own any right or interest) in such number of Units, the Beneficial Ownership or Constructive Ownership (as applicable) shares of Capital Stock which otherwise would cause such Person Beneficial Owner to violate Section 11.7 hereof Beneficially Own shares of Capital Stock in excess of the Ownership Limit or the Existing Holder Limit, as the case may be; (B) such number of shares of Capital Stock in excess of the Ownership Limit or the Existing Holder Limit (rounded up to the nearest whole Unitshare) shall be designated Shares-in-Trust and, in accordance with Section 6.16(l), transferred automatically and by operation of law to a Special Trust; and (C) such purported transferee or record holder (as the case may be) shall submit to the Trust certificates for such number of shares of Capital Stock to be transferred to the Special Trust for registration in the name of the Special Trustee. Such transfer to a Special Trust and the designation of the Shares-in-Trust shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 11.8 hereof, effective as of the close of business on the Business Day business day prior to the date of such the purported Transfer or Non-Transfer Event, as the case may be. Subject to Section 6.14(12), in determining which shares of Capital Stock are so transferred and so designated in the case of a Non-Transfer Event, shares of Capital Stock directly owned by any Person who caused the Non-Transfer Event to occur shall be so transferred and so designated before any shares of Capital Stock not so held are so transferred and so designated. Subject to Section 6.14(12), where several Persons are similarly situated, such transfer and such Person (or, if different, the direct or beneficial owner of such Units) shall acquire no rights in such Units or designation shall be divested of its rights pro rata. (ii) If, notwithstanding the other provisions contained in such UnitsSections 6.14 through 6.16 and subject to Section 6.17 hereof, as applicable, at any time on or after the Effective Date and prior to the extent thatRestriction Termination Date, upon there is a transfer of Units pursuant to this Section 11.7 hereof would nonetheless be continuing, then Units shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary purported Transfer or Beneficiaries that are distinct from those of each other Trust, Non-Transfer Event such that there is no violation any Person would Constructively Own shares of any provision Capital Stock in excess of Section 11.7 hereof; or B. if the transfer to Constructive Ownership Limit (other than an Existing Constructive Holder), then, except as otherwise provided in Sections 6.14(10), (11), (12), or (13), (A) the Trust or Trusts described in clause (i) would not be effective for any reason to prevent the violation of Section 11.7, then the Transfer of that number of Units that would otherwise cause such person to violate Section 11.7 shall be void ab initio and the intended purported transferee shall acquire no rights right or interest (or, in the case of a NonTransfer Event, the person holding record title to the shares of Capital Stock Constructively Owned by such Constructive Owner shall cease to own any right or interest) in such Units. C. In determining number of shares of Capital Stock which Units are would cause such Constructive Owner to Constructively Own shares of Capital Stock in excess of the Constructive Ownership limit; (B) such number of shares of Capital Stock in excess of the Constructive Ownership Limit (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with Section 6.16(l), transferred automatically and by operation of law to a Special Trust; and (C) such purported transferee or record holder (as the case may be) shall submit to the Trust certificates for such number of shares of Capital Stock to be transferred to the Special Trust for registration in the name of the Special Trustee. Such transfer to a Special Trust and the designation of the Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be. Subject to Section 6.14(12), in accordance with this Section 11.7 determining which shares of Capital Stock are so transferred and Section 11.8 hereofso designated in the case of a Non-Transfer Event, Units shares of Capital Stock directly owned by any Person who caused the Non-Transfer Event to occur shall be so transferred and so designated before any shares of Capital Stock not so held are so transferred and so designated. Subject to Section 6.14(12), where several Persons are similarly situated, such transfer and such designation shall be pro rata. (iii) If, notwithstanding the other provisions contained in Sections 6.14 through 6.16 and subject to Section 6.17 hereof, at any time on or after the Effective Date and prior to the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event that, if effective, would cause the Trust to (x) be beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution) or (y) become "closely held" within the meaning of Section 856(h) of the Code (each, a "Transfer Violation"), then, except as otherwise provided in Section 6.14(10), (11), (12), or (13), (A) the purported transferee shall not acquire any right or interest (or, in the case of a Non-Transfer Event, the person holding record title of the shares of Capital Stock with respect to which such Non- Transfer Event occurred, shall cease to own any right or interest, in such manner number of shares of Capital Stock, the ownership of which by such purported transferee or record holder would result in a Transfer Violation; (B) such number of shares of Capital Stock (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with the provisions of Section 6.16(l), transferred automatically and by operation of law, to one or more Special Trusts to be held in accordance with that minimizes Section 6.16; and (C) such purported transferee or record holder (as the aggregate value case may be) shall submit to the Trust certificates for such number of the Units that are shares of Capital Stock to be transferred to the Special Trust (except or Special Trusts for registration in the name of the Special Trustee. Such transfer to a Special Trust and the extent that the Company determines that the Units transferred to the designation of shares as Shares-in-Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed effective as of the close of business on the business day prior to the application date of this the Transfer or Non-Transfer Event, as the case may be. Subject to Section 11.76.14(12), in determining which shares of Capital Stock are so transferred and so designated in the case of a Non- Transfer Event, shares of Capital Stock directly owned by any Person who caused the Non-Transfer Event to the extent occur shall be so transferred and so designated before any shares of Capital Stock not inconsistent therewithso held are so transferee and so designated. Subject to Section 6.14(12), on a where several Persons are similarly situated, such transfer and such designation shall be pro rata basisrata.