Common use of Restriction on Ownership and Transfers Clause in Contracts

Restriction on Ownership and Transfers. (1) Prior to the Restriction Termination Date: (a) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Beneficially Own shares of Class A Preferred Stock in excess of the Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (c) no Person shall Beneficially Own or Constructively Own shares of Class A Preferred Stock which, taking into account any other capital stock of the Corporation Beneficially Owned or Constructively Owned by such Person, would result in the Corporation 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), or otherwise failing to qualify as a REIT (including but not limited to ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law. (2) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementary, (1) then that number of shares of Class A Preferred Stock that otherwise would cause such Person to violate Section 12(B)(1) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C), effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Person shall thereafter have no rights in such shares or (2) if, for any reason, the transfer to the Trust described in clause (1) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementary, then the Transfer of that number of shares of Class A Preferred Stock that otherwise would cause any Person to violate Section 12(b)(1) shall be void ab initio, and such Person shall have no rights in such shares. (3) Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A Preferred Stock.

Restriction on Ownership and Transfers. (1a) Prior In addition to the restrictions on ownership and transfer otherwise provided in Article IX of the Charter, from the Issue Date and prior to the Restriction Termination Date: (ai) except as provided in Section 12(I) of these Articles Supplementarysubparagraph 6 below, no Person shall Beneficially Own shares of or Constructively own Class A Preferred Stock such that such Person would Beneficially or Constructively own Stock in excess of the Ownership Limit;; and (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (cii) no Person shall Beneficially Own or Constructively Own shares of own Class A Preferred Stock which, taking into account any other capital stock of to the Corporation Beneficially Owned extent that such Beneficial or Constructively Owned by such Person, Constructive ownership would result in the Corporation Corporation's 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law). (2b) If, prior to the Restriction Termination Date, except as provided in subparagraph 6 below, (i) if any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Person's Beneficially Owning or Constructively Owning owning shares of Class A Preferred Stock in violation of Section 12(B)(1subparagraph H(2)(a) hereof, then (A) if such Transfer or other event constitutes a Disqualifying Event within the meaning of these Articles SupplementaryArticle IX of the Charter, the provisions of Article IX will apply to such Transfer or other event, and (1B) if such Transfer or other event does not constitute a Disqualifying Event within the meaning of Article IX of the Charter, such Transfer or other event shall be deemed to constitute a Disqualifying Event for purposes of Article IX of the Charter, and the provisions thereof shall apply as though a Disqualifying Event had occurred thereunder. If the event that results in a violation of paragraph H(2)(a) hereof is not a Transfer, then that the number of shares of Class A Preferred Stock owned by any Person that otherwise would cause results in such Person to violate Section 12(B)(1violation of paragraph H(2)(a) of these Articles Supplementary (rounded up to the nearest whole share) hereof shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, trust as described in Section 12(C), effective as though required to be so transferred under Article IX of the close Charter. Notwithstanding anything herein to the contrary, the Corporation shall not have any right, pursuant to these Articles Supplementary, to redeem such shares held in trust insofar as the inclusion herein of business provisions to that effect would violate the prohibition on the business day prior to preferred stock's being redeemable as provided in the date last sentence of such Transfer or other event, and such Person shall thereafter have no rights in such shares or paragraph (2) if, for any reason, the transfer to the Trust described in clause (1d) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning Article IV of the Charter. (ii) In the event that shares of Class A Preferred Stock are transferred to the Corporation as trustee of a trust pursuant to paragraph H(2)(b)(i) hereof and Article IX of the Charter, and alternative arrangements are not agreed upon by and between the Corporation and the Person whose shares of Class A Preferred Stock are transferred to the Corporation as trustee of a trust within 10 Business Days, such Person may transfer their interest in violation the trust to any other Person (provided that such transfer is not to the Corporation and does not otherwise violate Section 1 of Section 12(B)(1Article IX of the Charter or Paragraph H(2)(a) hereof) at a price not in excess of (A) if such transfer to the Corporation as trustee of a trust resulted from a Transfer, the price paid or to be paid by the purported transferee of such shares or (B) if such transfer to the Corporation as trustee of a trust resulted from an event that was not a Transfer, the Market Value (as defined below) of these Articles Supplementarythe shares transferred to the Corporation as trustee of a trust on the date of the event that resulted in the transfer of such shares to the Corporation as a trustee of such trust. Upon such transfer of the interest in the trust, then the Transfer of that trustee shall distribute the number of shares of Class A Preferred Stock represented by that otherwise would cause any Person interest to violate Section 12(b)(1) shall be void ab initio, and the transferee of such Person shall have no rights in such sharesPerson. (3iii) Notwithstanding any other provisions contained hereinFor purposes of this paragraph H(2)(b), prior to "Market Value" means the Restriction Termination Date, any Transfer closing sale price for a share of Class A Preferred Stock (whether or not such Transfer is on the result last business day immediately preceding the day on which any shares of Class A Preferred Stock are transferred to the Corporation as trustee of a transaction entered into through the facilities trust pursuant to paragraph H(2) or Article IX of the NYSE) thatCharter, for such share on the NASDAQ National Market System as reported in the Wall Street Journal, or if not available, the New York Times; or if such shares are not quoted on the NASDAQ National Market System, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such shares are listed as reported in the Wall Street Journal, or if not available, the New York Times; or, if effectivesuch shares are not listed on any such exchange, would result in the capital stock closing bid quotation with respect to a share of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A Preferred StockStock on the last business day immediately preceding the day on which any shares of Class A Preferred Stock are transferred to the Corporation as trustee of a trust pursuant to paragraph H(2) or Article IX of the Charter, on the NASDAQ Automated Quotations System or any similar system then in use or, as reported in the Wall Street Journal or, if not available, the New York Times; or if no such quotations are available, the fair market value of a share of such Class A Preferred Stock as determined by the Board of Directors in good faith, on the last business day immediately preceding the day on which any shares of Class A Preferred Stock are transferred to the Corporation as trustee of a trust pursuant to paragraph H(2) or Article IX of the Charter.

Restriction on Ownership and Transfers. (1) i. Prior to the Restriction Termination Date: (aA) except as provided in Section 12(I7(i) of these Articles Supplementary, no Person shall Beneficially Own shares of Class A Preferred Stock in excess of the Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (c) no Person shall Beneficially Own or Constructively Own shares of Class A Series C Preferred Stock which, taking into account any other capital stock of the Corporation Company Beneficially Owned by such Person, would cause such ownership to exceed the Ownership Limit; (B) except as provided in Section 7(i) of these Articles Supplementary, no Person shall Constructively Own Series C Preferred Stock which, taking into account any other capital stock of the Company Constructively Owned by such Person, would cause such ownership to exceed the Ownership Limit; (C) no Person shall Beneficially or Constructively Own Series C Preferred Stock which, taking into account any other capital stock of the Company Beneficially or Constructively Owned by such Person, would result in the Corporation 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership Beneficial or Constructive Ownership that would result in the Corporation Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation Company (either directly or indirectly through one or more partnerships) from such tenant would cause the Corporation Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) Code or analogous comparable provisions of any applicable state law). (2) If, ii. If prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Series C Preferred Stock in violation of Section 12(B)(17(b)(i) of these Articles Supplementary, (1) then that number of shares of Class A Series C Preferred Stock that otherwise would cause such Person to violate Section 12(B)(17(b)(i) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C7(c), effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or (2) if, for any reason, the transfer to the Trust described in clause (1) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Series C Preferred Stock in violation of Section 12(B)(17(b)(i) of these Articles Supplementary, then the Transfer of that number of shares of Class A Series C Preferred Stock that otherwise would cause any Person to violate Section 12(b)(17(b)(i) shall be void ab initio, and such Person the Purported Beneficial Transferee shall have no rights in such shares. (3iii. Subject to Section 7(m) Notwithstanding and notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A Series C Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation Company being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A Series C Preferred Stock.

Restriction on Ownership and Transfers. (1a) Prior During the period commencing on the date of this Agreement and prior to the Restriction Termination Date: (a) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Beneficially Own shares of Class A Preferred Stock in excess of the Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (c) no Person shall Beneficially Own or Constructively Own shares of Class A Preferred Stock which, taking into account any other capital stock of the Corporation Beneficially Owned Units that would or Constructively Owned by such Person, would be reasonably likely to result in the Corporation U.S. REIT 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), or otherwise failing to qualify as a REIT (including but not limited to ownership Beneficial Ownership or Constructive Ownership that would result in (a) the Corporation U.S. REIT owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation U.S. REIT (either directly or indirectly through one or more partnershipssubsidiaries) from such tenant (taking into account any other income of the U.S. REIT that would not qualify) would or would be reasonably likely to cause the Corporation U.S. REIT to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) Code or analogous comparable provisions of any applicable state law), or (b) any manager or operator of a “qualified lodging facility,” within the meaning of Section 856(d)(9)(D) of the Code, leased by the U.S. REIT (or any subsidiary of the U.S. REIT) to one of the U.S. REIT’s taxable REIT subsidiaries failing to qualify as an “eligible independent contractor,” within the meaning of Section 856(d)(9)(A) of the Code if the income derived by the U.S. REIT from such taxable REIT subsidiary (taking into account any other income of the U.S. REIT) would not qualify under the gross income requirements of Section 856(c) of the Code, and would, or would be reasonably likely to, cause the U.S. REIT to fail to satisfy any of such gross income requirements). (2b) During the period commencing on the date of this Agreement and prior to the Restriction Termination Date, no Person shall (other than an Excepted Holder) shall Beneficially Own or Constructively Own Units in excess of the Ownership Limit, and no Excepted Holder shall Beneficially Own or Constructively Own Units in excess of the Excepted Holder Limit for such Excepted Holder. Notwithstanding the preceding sentence, however, the Board of Directors, may retroactively or prospectively waive the application of the Ownership Limit to a Person otherwise subject to any such limit and, if the Board of Directors determines necessary, establish or increase an Excepted Holder Limit for such Person. As additional conditions precedent to such waiver and, if applicable, creation of, or increase to, an Excepted Holder Limit: (i) the Board of Directors shall obtain such representations and undertakings from such Person as are reasonably necessary (as determined by the Board of Directors), if any, to ascertain that such Person’s Beneficial Ownership or Constructive Ownership of Units and other securities of the Partnership and the U.S. REIT will not now or in the future (A) result in the U.S. REIT being “closely held” within the meaning of Section 856(h) of the Code, or (B) otherwise cause the U.S. REIT to fail to qualify as a REIT; and (ii) such Person shall provide to the Board of Directors such representations and undertakings, if any, as the Board of Directors may require (including, without limitation, an agreement as to a reduced Ownership Limit or Excepted Holder Limit for such Person with respect to the Beneficial Ownership of one or more other classes of securities of the Partnership and the U.S. REIT not subject to the exception), and, insofar as required by the Board of Directors, such Person agrees in writing that any violation or attempted violation of (x) such other limitation as the Board of Directors may establish at the time of such waiver with respect to such Person or (y) such other restrictions and conditions as the Board of Directors may in its sole discretion impose at the time of such waiver with respect to such Person, will result, as of the time of such violation even if discovered after such violation, in the transfer of such Units in excess of the original limit applicable to such Person to the Charitable Trust pursuant to Section 4.2(d) and Section 4.3. In addition, prior to granting any exception to the Ownership Limit, or creating or increasing any Excepted Holder Limit, the Board of Directors may require a ruling from the U.S. Internal Revenue Service, or an opinion of counsel, or other evidence or undertakings, in each case in form and substance satisfactory to the Board of Directors in their sole and absolute discretion, as they may deem necessary or advisable in order to determine or ensure the U.S. REIT’s status as a “real estate investment trust” for U.S. federal income tax purposes. Notwithstanding the receipt of any ruling or opinion, or other evidence or undertakings the Board of Directors may impose such conditions or restrictions as they deem appropriate in connection with granting such exception to the ownership limit or creating or increasing any Excepted Holder Limit. (c) Subject to Sections 4.2(a) and 4.2(d) and the rest of this Section 4.2(c), the Board of Directors may, in their sole and absolute discretion, from time to time, increase or decrease the Unit Ownership Limit for one or more Persons; provided, however, that a Unit Ownership Limit will not be effective for any Person who Beneficially Owns or Constructively Owns, as applicable, Units in excess of such decreased Unit Ownership Limit at the time such limit is decreased, until such time as such Person’s Beneficial Ownership or Constructive Ownership of Units, as applicable, equals or falls below the decreased Unit Ownership Limit, but any further acquisition of Units or increased Beneficial Ownership or Constructive Ownership of Units, during the period that such decreased Unit Ownership Limit is not effective with respect to such Person, will be in violation of the Unit Ownership Limit and, provided further, that the new Unit Ownership Limit (taking into account any then existing Excepted Holder Limits to the extent appropriate as determined by the Partnership) would not allow five or fewer Individuals to Beneficially Own more than 49% in value of the outstanding Units. (d) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Toronto Stock Exchange ("NYSE")or any other national securities exchange or automated inter-dealer quotation system or over-the-counter market) or other event Non-Transfer Event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Preferred Stock Units in violation of Section 12(B)(14.2(a) of these Articles Supplementary, or 4.2(b): (1i) then that number of shares Units the ownership of Class A Preferred Stock that which would otherwise would cause such Person to violate Section 12(B)(14.2(a) of these Articles Supplementary or 4.2(b) (rounded up to the nearest whole shareas applicable) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C)4.3, effective as of the close of business on the business day Business Day prior to the date of such Transfer or other eventNon-Transfer Event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or Units, or (2ii) if, for any reason, the transfer to the Charitable Trust described in clause (1Section 4.2(d)(i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Preferred Stock Units in violation of Section 12(B)(14.2(a) of these Articles Supplementaryor 4.2(b) (as applicable), then the Transfer of that number of shares of Class A Preferred Stock Units that otherwise would cause any Person to violate Section 12(b)(14.2(a) shall be void ab initio, and such Person shall have no rights in such shares. or 4.2(b) (3) Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attributionas applicable) shall be void ab initio, and the intended transferee Purported Beneficial Transferee shall acquire have no rights in such Class A Preferred StockUnits. In determining which Units are to be transferred to a Charitable Trust in accordance with this Section 4.2(d) and Section 4.3, Units shall be so transferred to a Charitable Trust in such manner as minimizes the aggregate value of the Units that are transferred to the Charitable Trust (except as provided in Section 4.8) and, to the extent not inconsistent therewith, on a pro rata basis (unless otherwise determined by the Board of Directors in their sole and absolute discretion).

Restriction on Ownership and Transfers. ‌ (1a) Prior During the period commencing on the date of this Agreement and prior to the Restriction Termination Date: (a) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Beneficially Own shares of Class A Preferred Stock in excess of the Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (c) no Person shall Beneficially Own or Constructively Own shares of Class A Preferred Stock which, taking into account any other capital stock of the Corporation Beneficially Owned Units that would or Constructively Owned by such Person, would be reasonably likely to result in the Corporation U.S. REIT 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), or otherwise failing to qualify as a REIT (including but not limited to ownership Beneficial Ownership or Constructive Ownership that would result in (a) the Corporation U.S. REIT owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation U.S. REIT (either directly or indirectly through one or more partnershipssubsidiaries) from such tenant (taking into account any other income of the U.S. REIT that would not qualify) would or would be reasonably likely to cause the Corporation U.S. REIT to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) Code or analogous comparable provisions of any applicable state law), or (b) any manager or operator of a “qualified lodging facility,” within the meaning of Section 856(d)(9)(D) of the Code, leased by the U.S. REIT (or any subsidiary of the U.S. REIT) to one of the U.S. REIT’s taxable REIT subsidiaries failing to qualify as an “eligible independent contractor,” within the meaning of Section 856(d)(9)(A) of the Code if the income derived by the U.S. REIT from such taxable REIT subsidiary (taking into account any other income of the U.S. REIT) would not qualify under the gross income requirements of Section 856(c) of the Code, and would, or would be reasonably likely to, cause the U.S. REIT to fail to satisfy any of such gross income requirements).‌‌‌ (b) During the period commencing on the date of this Agreement and prior to the Restriction Termination Date, no Person shall (other than an Excepted Holder) shall Beneficially Own or Constructively Own Units in excess of the Ownership Limit, and no Excepted Holder shall Beneficially Own or Constructively Own Units in excess of the Excepted Holder Limit for such Excepted Holder. Notwithstanding the preceding sentence, however, the Board of Directors, may retroactively or prospectively waive the application of the Ownership Limit to a Person otherwise subject to any such limit and, if the Board of Directors determines necessary, establish or increase an Excepted Holder Limit for such Person. As additional conditions precedent to such waiver and, if applicable, creation of, or increase to, an Excepted Holder Limit: (i) the Board of Directors shall obtain such representations and undertakings from such Person as are reasonably necessary (as determined by the Board of Directors), if any, to ascertain that such Person’s Beneficial Ownership or Constructive Ownership of Units and other securities of the Partnership and the U.S. REIT will not now or in the future (A) result in the U.S. REIT being “closely held” within the meaning of Section 856(h) of the Code, or (B) otherwise cause the U.S. REIT to fail to qualify as a REIT; and (ii) such Person shall provide to the Board of Directors such representations and undertakings, if any, as the Board of Directors may require (including, without limitation, an agreement as to a reduced Ownership Limit or Excepted Holder Limit for such Person with respect to the Beneficial Ownership of one or more other classes of securities of the Partnership and the U.S. REIT not subject to the exception), and, insofar as required by the Board of Directors, such Person agrees in writing that any violation or attempted violation of (x) such other limitation as the Board of Directors may establish at the time of such waiver with respect to such Person or (y) such other restrictions and conditions as the Board of Directors may in its sole discretion impose at the time of such waiver with respect to such Person, will result, as of the time of such violation even if discovered after such violation, in the transfer of such Units in excess of the original limit applicable to such Person to the Charitable Trust pursuant to Section 4.2(d) and Section 4.3.‌‌ In addition, prior to granting any exception to the Ownership Limit, or creating or increasing any Excepted Holder Limit, the Board of Directors may require a ruling from the U.S. Internal Revenue Service, or an opinion of counsel, or other evidence or undertakings, in each case in form and substance satisfactory to the Board of Directors in their sole and absolute discretion, as they may deem necessary or advisable in order to determine or ensure the U.S. REIT’s status as a “real estate investment trust” for U.S. federal income tax purposes. Notwithstanding the receipt of any ruling or opinion, or other evidence or undertakings the Board of Directors may impose such conditions or restrictions as they deem appropriate in connection with granting such exception to the ownership limit or creating or increasing any Excepted Holder Limit. (2c) Subject to Sections 4.2(a) and 4.2(d) and the rest of this Section 4.2(c), the Board of Directors may, in their sole and absolute discretion, from time to time, increase or decrease the Unit Ownership Limit for one or more Persons; provided, however, that a Unit Ownership Limit will not be effective for any Person who Beneficially Owns or Constructively Owns, as applicable, Units in excess of such decreased Unit Ownership Limit at the time such limit is decreased, until such time as such Person’s Beneficial Ownership or Constructive Ownership of Units, as applicable, equals or falls below the decreased Unit Ownership Limit, but any further acquisition of Units or increased Beneficial Ownership or Constructive Ownership of Units, during the period that such decreased Unit Ownership Limit is not effective with respect to such Person, will be in violation of the Unit Ownership Limit and, provided further, that the new Unit Ownership Limit (taking into account any then existing Excepted Holder Limits to the extent appropriate as determined by the Partnership) would not allow five or fewer Individuals to Beneficially Own more than 49% in value of the outstanding Units.‌ (d) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Toronto Stock Exchange ("NYSE")or any other national securities exchange or automated inter-dealer quotation system or over-the-counter market) or other event Non-Transfer Event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Preferred Stock Units in violation of Section 12(B)(14.2(a) of these Articles Supplementary, or 4.2(b):‌ (1i) then that number of shares Units the ownership of Class A Preferred Stock that which would otherwise would cause such Person to violate Section 12(B)(14.2(a) of these Articles Supplementary or 4.2(b) (rounded up to the nearest whole shareas applicable) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as as‌ described in Section 12(C)4.3, effective as of the close of business on the business day Business Day prior to the date of such Transfer or other eventNon-Transfer Event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or Units, or (2ii) if, for any reason, the transfer to the Charitable Trust described in clause (1Section 4.2(d)(i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Preferred Stock Units in violation of Section 12(B)(14.2(a) of these Articles Supplementaryor 4.2(b) (as applicable), then the Transfer of that number of shares of Class A Preferred Stock Units that otherwise would cause any Person to violate Section 12(b)(14.2(a) shall be void ab initio, and such Person shall have no rights in such shares. or 4.2(b) (3) Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attributionas applicable) shall be void ab initio, and the intended transferee Purported Beneficial Transferee shall acquire have no rights in such Class A Preferred StockUnits. In determining which Units are to be transferred to a Charitable Trust in accordance with this Section 4.2(d) and Section 4.3, Units shall be so transferred to a Charitable Trust in such manner as minimizes the aggregate value of the Units that are transferred to the Charitable Trust (except as provided in Section 4.8) and, to the extent not inconsistent therewith, on a pro rata basis (unless otherwise determined by the Board of Directors in their sole and absolute discretion).

Restriction on Ownership and Transfers. (1) . Prior to the Restriction Termination Date: (a) i. except as provided in Section 12(I) of these Articles Supplementary7(i), no Person, other than Parent, another subsidiary of Parent or any Person who owns a direct or indirect interest in Parent, shall Beneficially Own shares of Class Series A Preferred Stock in excess of the Ownership Limit; (b) ii. except as provided in Section 12(I) of these Articles Supplementary7(i), no Person, other than Parent, another subsidiary of Parent or any Person who owns a direct or indirect interest in Parent, shall Constructively Own shares of Class Series A Preferred Stock, Stock in excess of the Ownership Limit;; and (c) iii. no Person shall Beneficially Own or Constructively Own shares of Class Series A Preferred Stock which, taking into account any other capital stock of to the Corporation Beneficially Owned extent that such Beneficial or Constructively Owned by such Person, Constructive Ownership would result in the Corporation 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnershipspartnerships or limited liability companies) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law). (2) . If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class Series A Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementary7(b)(1), (1i) then that number of shares of Class Series A Preferred Stock that otherwise would cause such Person to violate Section 12(B)(17(b)(1) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C7(c), effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or (2ii) if, for any reason, the transfer to the Trust described in clause (1i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class Series A Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementary7(b)(1), then the Transfer of that number of shares of Class Series A Preferred Stock that otherwise would cause any Person to violate Section 12(b)(17(b)(1) shall be void ab initio, and such Person the Purported Beneficial Transferee shall have no rights in such shares. (3) Notwithstanding . notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class Series A Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class Series A Preferred Stock. 4. It is expressly intended that the restrictions on ownership and Transfer described in this Section 7(b)(2) shall apply to restrict the rights of any members or partners in limited liability companies or partnerships to exchange their interest in such entities for Series A Preferred Stock of the Corporation.

Restriction on Ownership and Transfers. (1) Prior to the Restriction Termination Date: (a) except as provided in Section 12(I) of these Articles Supplementaryterms of the Class B Preferred Stock, no Person shall Beneficially Own shares of Class A B Preferred Stock in excess of the Class B Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementaryterms of the Class B Preferred Stock, no Person shall Constructively Own shares of Class A B Preferred Stock, in excess of the Class B Ownership Limit; (c) except as provided in Section 12(I) of these terms of the Class B Preferred Stock, no Person shall Beneficially Own or Constructively Own shares of Class B Preferred Stock, Series A Preferred Stock which, taking into account any other capital stock or Common Stock in excess of the Corporation Beneficially Owned or Constructively Owned by such Person, would result in the Corporation being "closely held" within the meaning of Section 856(hAggregate Stock Ownership Limit; (d) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including but not limited to ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law. (2) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A B Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementaryterms of the Class B Preferred Stock, (1) then that number of shares of Class A B Preferred Stock that otherwise would cause such Person to violate Section 12(B)(1) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C), effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Person shall thereafter have no rights in such shares or (2) if, for any reason, the transfer to the Trust described in clause (1) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A B Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementaryterms of the Class B Preferred Stock, then the Transfer of that number of shares of Class A B Preferred Stock that otherwise would cause any Person to violate Section 12(b)(1) shall be void ab initio, and such Person shall have no rights in such shares. (3) Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A B Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A B Preferred Stock.

Restriction on Ownership and Transfers. (1) Prior to the Restriction Termination Date: (a) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Beneficially Own shares of Class A B Preferred Stock in excess of the Beneficial Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A B Preferred Stock, Stock in excess of the Constructive Ownership Limit; (c) no Person shall Beneficially Own or Constructively Own shares of Class A B Preferred Stock which, taking into account any other capital stock of the Corporation Company Beneficially Owned or Constructively Owned by such Person, would result in the Corporation 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), or otherwise failing to qualify as a REIT (including but not limited to ownership Constructive Ownership that would result in the Corporation Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation Company (either directly or indirectly through one or more partnerships) from such tenant would cause the Corporation Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law). (2) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A B Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementary, (1) then that number of shares of Class A B Preferred Stock that otherwise would cause such Person to violate Section 12(B)(1) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C), effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Person shall thereafter have no rights in such shares or (2) if, for any reason, the transfer to the Trust described in clause (1) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A B Preferred Stock in violation of Section 12(B)(1) of these Articles Supplementary, then the Transfer of that number of shares of Class A B Preferred Stock that otherwise would cause any Person to violate Section 12(b)(1) shall be void ab initio, and such Person shall have no rights in such shares. (3) Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A B Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation Company being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A B Preferred Stock.

Restriction on Ownership and Transfers. (1i) Prior to the Restriction Termination Date: (a) except as provided in Section 12(I5(I) of these Articles Supplementary, no Person shall Beneficially Own shares of Class A Series D Preferred Stock in excess of the Ownership Limit; (b) except as provided in Section 12(I5(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Series D Preferred Stock, Stock in excess of the Ownership Limit; (c) no Person shall Beneficially Own or Constructively Own shares of Class A Series D Preferred Stock which, taking into account any other capital stock of the Corporation Beneficially Owned or Constructively Owned by such Person, would result in the Corporation 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership Beneficial or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) Code or analogous comparable provisions of any applicable state law). (2ii) If, If prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Series D Preferred Stock in violation of Section 12(B)(15(B)(i) of these Articles Supplementary, (1) then that number of shares of Class A Series D Preferred Stock that otherwise would cause such Person to violate Section 12(B)(15(B)(i) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C5(C), effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or (2) if, for any reason, the transfer to the Trust described in clause (1) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Series D Preferred Stock in violation of Section 12(B)(15(B)(i) of these Articles Supplementary, then the Transfer of that number of shares of Class A Series D Preferred Stock that otherwise would cause any Person to violate Section 12(b)(15(B)(i) shall be void ab initio, and such Person the Purported Beneficial Transferee shall have no rights in such shares. (3iii) Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A Series D Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A Series D Preferred Stock.

Restriction on Ownership and Transfers. (1i) Prior to the Restriction Termination Date:, but subject to Section 9(l): (aA) except as provided in Section 12(I9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of Class A Series C Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series C Preferred Stock that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person Beneficially Owning Capital Stock in excess of the Aggregate Stock Ownership Limit; (bB) except as provided in Section 12(I9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares of Class A Series C Preferred Stock, Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series C Preferred Stock that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit; (cC) no Person shall Beneficially Own or Constructively Own shares of Class A Series C Preferred Stock which, taking into account any other capital stock Capital Stock of the Corporation Company Beneficially Owned or Constructively Owned by such Person, would result in the Corporation 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership Beneficial or Constructive Ownership that would result in the Corporation Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation Company (either directly or indirectly through one or more partnershipssubsidiaries) from such tenant would cause the Corporation Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law). (2ii) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Series C Preferred Stock in violation of Section 12(B)(19(b)(i) of these Articles Supplementary, (1A) then that number of shares of Class A Series C Preferred Stock that otherwise would cause such Person to violate Section 12(B)(19(b)(i) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C9(c), effective as of the close of business on the business day Business Day prior to the date of such Transfer or other event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or (2B) if, for any reason, the transfer to the Trust described in clause (1A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Series C Preferred Stock in violation of Section 12(B)(19(b)(i) of these Articles Supplementary, then the Transfer of that number of shares of Class A Series C Preferred Stock that otherwise would cause any Person to violate Section 12(b)(19(b)(i) shall be void ab initio, and such Person the Purported Beneficial Transferee shall have no rights in such shares. (3iii) Notwithstanding any other provisions contained herein, Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Class A Series C Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation Company being beneficially owned by less fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A Series C Preferred Stock.

Restriction on Ownership and Transfers. (1i) Prior to the Restriction Termination Date:, but subject to Section 7(l): (aA) except as provided in Section 12(I7(i) of these Articles Supplementary, (1) no Person shall Beneficially Own Series D Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit; (B) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Constructively Own Series D Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit; (C) except as provided in Section 7(i) of these Articles Supplementary, no Person shall Beneficially or Constructively Own shares of Class A Series D Preferred Stock in excess which, taking into account the Common Stock of the Company into which it is convertible and any other Common Stock of the Company Beneficially or Constructively owned by such Person, would result in the Person’s ownership of Common Stock in violation of the Common Stock Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (cD) no Person shall Beneficially Own or Constructively Own shares of Class A Series D Preferred Stock which, taking into account any other capital stock Capital Stock of the Corporation Company Beneficially Owned or Constructively Owned by such Person, would result in the Corporation 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership Beneficial or Constructive Ownership that would result in the Corporation Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B856(d)(2)(b) of the Code if the income derived by the Corporation Company (either directly or indirectly through one or more partnershipssubsidiaries) from such tenant would cause the Corporation Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law). (2ii) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Series D Preferred Stock in violation of Section 12(B)(17(b)(i) of these Articles Supplementary, (1i) then that number of shares of Class A Series D Preferred Stock that otherwise would cause such Person to violate Section 12(B)(17(b)(i) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C7(c), effective as of the close of business on the business day Business Day prior to the date of such Transfer or other event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or (2ii) if, for any reason, the transfer to the Trust described in clause (1i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Series D Preferred Stock in violation of Section 12(B)(17(b)(i) of these Articles Supplementary, then the Transfer of that number of shares of Class A Series D Preferred Stock that otherwise would cause any Person to violate Section 12(b)(17(b)(i) shall be void ab initio, and such Person the Purported Beneficial Transferee shall have no rights in such shares. (3iii) Notwithstanding any other provisions contained herein, Subject to Section 7(l) and prior to the Restriction Termination Date, any Transfer of Class A Series D Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation Company being beneficially owned by less fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A Series D Preferred Stock.

Restriction on Ownership and Transfers. (1a) Prior In addition to the restrictions on ownership and transfer otherwise provided in Article IX of the Charter, from the Issue Date and prior to the Restriction Termination Date: (ai) except as provided in Section 12(I) of these Articles Supplementarysubparagraph 6 below, no Person shall Beneficially Own shares of or Constructively own Class A Preferred Stock such that such Person would Beneficially or Constructively own Stock in excess of the Ownership Limit;; and (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (cii) no Person shall Beneficially Own or Constructively Own shares of own Class A Preferred Stock which, taking into account any other capital stock of to the Corporation Beneficially Owned extent that such Beneficial or Constructively Owned by such Person, Constructive ownership would result in the Corporation Corporation's 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law). (2b) If, prior to the Restriction Termination Date, except as provided in subparagraph 6 below, (i) if any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Person's Beneficially Owning or Constructively Owning owning shares of Class A Preferred Stock in violation of Section 12(B)(1subparagraph H(2)(a) hereof, then (A) if such Transfer or other event constitutes a Disqualifying Event within the meaning of these Articles SupplementaryArticle IX of the Charter, the provisions of Article IX will apply to such Transfer or other event, and (1B) if such Transfer or other event does not constitute a Disqualifying Event within the meaning of Article IX of the Charter, such Transfer or other event shall be deemed to constitute a Disqualifying Event for purposes of Article IX of the Charter, and the provisions thereof shall apply as though a Disqualifying Event had occurred thereunder. If the event that results in a violation of paragraph H(2)(a) hereof is not a Transfer, then that the number of shares of Class A Preferred Stock owned by any Person that otherwise would cause results in such Person to violate Section 12(B)(1violation of paragraph H(2)(a) of these Articles Supplementary (rounded up to the nearest whole share) hereof shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, trust as described in Section 12(C), effective as though required to be so transferred under Article IX of the close Charter. Notwithstanding anything herein to the contrary, the Corporation shall not have any right, pursuant to these Articles Supplementary, to redeem such shares held in trust insofar as the inclusion herein of business provisions to that effect would violate the prohibition on the business day prior to preferred stock's being redeemable as provided in the date last sentence of such Transfer or other event, and such Person shall thereafter have no rights in such shares or paragraph (2) if, for any reason, the transfer to the Trust described in clause (1d) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning Article IV of the Charter. (ii) In the event that shares of Class A Preferred Stock in violation are transferred to the Corporation as trustee of Section 12(B)(1a trust pursuant to paragraph H(2)(b)(i) hereof and Article IX of these Articles Supplementarythe Charter, then and alternative arrangements are not agreed upon by and between the Transfer of that number of Corporation and the Person whose shares of Class A Preferred Stock are transferred to the Corporation as trustee of a trust within 10 Business Days, such Person may transfer their interest in the trust to any other Person (provided that such transfer is not to the Corporation and does not otherwise would cause any Person to violate Section 12(b)(11 of Article IX of the Charter or Paragraph H(2)(a) shall be void ab initio, and hereof) at a price not in excess of (A) if such Person shall have no rights in such shares. (3) Notwithstanding any other provisions contained herein, prior transfer to the Restriction Termination Date, any Transfer of Class A Preferred Stock (whether or not such Transfer is the result Corporation as trustee of a transaction entered into through trust resulted from a Transfer, the facilities price paid or to be paid by the purported transferee of the NYSEsuch shares or (B) that, if effective, would result in the capital stock of such transfer to the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules as trustee of attribution) shall be void ab initioa trust resulted from an event that was not a Transfer, and the intended transferee shall acquire no rights in such Class A Preferred Stock.Market Value

Restriction on Ownership and Transfers. ‌ (1a) Prior During the period commencing on the date of this Agreement and prior to the Restriction Termination Date: (a) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Beneficially Own shares of Class A Preferred Stock in excess of the Ownership Limit; (b) except as provided in Section 12(I) of these Articles Supplementary, no Person shall Constructively Own shares of Class A Preferred Stock, in excess of the Ownership Limit; (c) no Person shall Beneficially Own or Constructively Own shares of Class A Preferred Stock which, taking into account any other capital stock of the Corporation Beneficially Owned Units that would or Constructively Owned by such Person, would be reasonably likely to result in the Corporation U.S. REIT 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), or otherwise failing to qualify as a REIT (including but not limited to ownership Beneficial Ownership or Constructive Ownership that would result in (a) the Corporation U.S. REIT owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation U.S. REIT (either directly or indirectly through one or more partnershipssubsidiaries) from such tenant (taking into account any other income of the U.S. REIT that would not qualify) would or would be reasonably likely to cause the Corporation U.S. REIT to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) Code or analogous comparable provisions of any applicable state law), or (b) any manager or operator of a “qualified lodging facility,” within the meaning of Section 856(d)(9)(D) of the Code, leased by the U.S. REIT (or any subsidiary of the U.S. REIT) to one of the U.S. REIT’s taxable REIT subsidiaries failing to qualify as an “eligible independent contractor,” within the meaning of Section 856(d)(9)(A) of the Code if the income derived by the U.S. REIT from such taxable REIT subsidiary (taking into account any other income of the U.S. REIT) would not qualify under the gross income requirements of Section 856(c) of the Code, and would, or would be reasonably likely to, cause the U.S. REIT to fail to satisfy any of such gross income requirements).‌‌‌ (b) During the period commencing on the date of this Agreement and prior to the Restriction Termination Date, no Person (other than an Excepted Holder) shall Beneficially Own or Constructively Own Units in excess of the Ownership Limit, and no Excepted Holder shall Beneficially Own or Constructively Own Units in excess of the Excepted Holder Limit for such Excepted Holder. Notwithstanding the preceding sentence, however, the Board of Directors, may retroactively or prospectively waive the application of the Ownership Limit to a Person otherwise subject to any such limit and, if the Board of Directors determines necessary, establish or increase an Excepted Holder Limit for such Person. As additional conditions precedent to such waiver and, if applicable, creation of, or increase to, an Excepted Holder Limit: (i) the Board of Directors shall obtain such representations and undertakings from such Person as are reasonably necessary (as determined by the Board of Directors), if any, to ascertain that such Person’s Beneficial Ownership or Constructive Ownership of Units and other securities of the Partnership and the U.S. REIT will not now or in the future (A) result in the U.S. REIT being “closely held” within the meaning of Section 856(h) of the Code, or (B) otherwise cause the U.S. REIT to fail to qualify as a REIT; and (ii) such Person shall provide to the Board of Directors such representations and undertakings, if any, as the Board of Directors may require (including, without limitation, an agreement as to a reduced Ownership Limit or Excepted Holder Limit for such Person with respect to the Beneficial Ownership of one or more other classes of securities of the Partnership and the U.S. REIT not subject to the exception), and, insofar as required by the Board of Directors, such Person agrees in writing that any violation or attempted violation of (x) such other limitation as the Board of Directors may establish at the time of such waiver with respect to such Person or (y) such other restrictions and conditions as the Board of Directors may in its sole discretion impose at the time of such waiver with respect to such Person, will result, as of the time of such violation even if discovered after such violation, in the transfer of such Units in excess of the original limit applicable to such Person to the Charitable Trust pursuant to Section 4.2(d) and Section 4.3.‌‌ In addition, prior to granting any exception to the Ownership Limit, or creating or increasing any Excepted Holder Limit, the Board of Directors may require a ruling from the U.S. Internal Revenue Service, or an opinion of counsel, or other evidence or undertakings, in each case in form and substance satisfactory to the Board of Directors in their sole and absolute discretion, as they may deem necessary or advisable in order to determine or ensure the U.S. REIT’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, or other evidence or undertakings the Board of Directors may impose such conditions or restrictions as they deem appropriate in connection with granting such exception to the ownership limit or creating or increasing any Excepted Holder Limit. (2c) Subject to Sections 4.2(a) and 4.2(d) and the rest of this Section 4.2(c), the Board of Directors may, in their sole and absolute discretion, from time to time, increase or decrease the Ownership Limit for one or more Persons; provided, however, that an Ownership Limit will not be effective for any Person who Beneficially Owns or Constructively Owns, as applicable, Units in excess of such decreased Ownership Limit at the time such limit is decreased, until such time as such Person’s Beneficial Ownership or Constructive Ownership of Units, as applicable, equals or falls below the decreased Ownership Limit, but any further acquisition of Units or increased Beneficial Ownership or Constructive Ownership of Units, during the period that such decreased Ownership Limit is not effective with respect to such Person, will be in violation of the Ownership Limit and, provided further, that the new Ownership Limit (taking into account any then existing Excepted Holder Limits to the extent appropriate as determined by the Partnership) would not allow five or fewer Individuals to Beneficially Own more than 49% in value of the outstanding Units.‌ (d) If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Toronto Stock Exchange ("NYSE")or any other national securities exchange or automated inter-dealer quotation system or over-the-counter market) or other event Non-Transfer Event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Preferred Stock Units in violation of Section 12(B)(14.2(a) of these Articles Supplementary, or 4.2(b):‌ (1i) then that number of shares Units the ownership of Class A Preferred Stock that which would otherwise would cause such Person to violate Section 12(B)(14.2(a) of these Articles Supplementary or 4.2(b) (rounded up to the nearest whole shareas applicable) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C)4.3, effective as of the close of business on the business day Business Day‌ prior to the date of such Transfer or other eventNon-Transfer Event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or Units, or (2ii) if, for any reason, the transfer to the Charitable Trust described in clause (1Section 4.2(d)(i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Preferred Stock Units in violation of Section 12(B)(14.2(a) of these Articles Supplementaryor 4.2(b) (as applicable), then the Transfer of that number of shares of Class A Preferred Stock Units that otherwise would cause any Person to violate Section 12(b)(14.2(a) shall be void ab initio, and such Person shall have no rights in such shares. or 4.2(b) (3) Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A Preferred Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attributionas applicable) shall be void ab initio, and the intended transferee Purported Beneficial Transferee shall acquire have no rights in such Class A Preferred StockUnits. In determining which Units are to be transferred to a Charitable Trust in accordance with this Section 4.2(d) and Section 4.3, Units shall be so transferred to a Charitable Trust in such manner as minimizes the aggregate value of the Units that are transferred to the Charitable Trust (except as provided in Section 4.8) and, to the extent not inconsistent therewith, on a pro rata basis (unless otherwise determined by the Board of Directors in their sole and absolute discretion).

Restriction on Ownership and Transfers. (1) 6.2.1 Prior to the Restriction Termination Date: (a) except as provided in Section 12(I) 6.9 of these Articles Supplementarythis Article VI, no Person, other than Parent, another subsidiary of Parent or any Person who owns a direct or indirect interest in Parent, shall Beneficially Own shares of Class A Preferred Common Stock in excess of the Ownership Limit; (b) except as provided in Section 12(I) 6.9 of these Articles Supplementarythis Article VI, no Person, other than Parent, another subsidiary of Parent or any Person who owns a direct or indirect interest in Parent, shall Constructively Own shares of Class A Preferred Stock, Common Stock in excess of the Ownership Limit;; and (c) no Person shall Beneficially Own or Constructively Own shares of Class A Preferred Common Stock which, taking into account any other capital stock of to the Corporation Beneficially Owned extent that such Beneficial or Constructively Owned by such Person, Constructive Ownership would result in the Corporation 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)Code, or otherwise failing to qualify as a REIT (including but not limited to ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnershipspartnerships or limited liability companies) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code) or analogous provisions of state law). (2) 6.2.2 If, prior to the Restriction Termination Date, any Transfer (whether or not such Transfer is the result of a transaction entered into through the facilities of the New York Stock Exchange ("NYSE")) or other event occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Class A Preferred Common Stock in violation of Section 12(B)(1) 6.2.1 of these Articles Supplementarythis Article VI, (1i) then that number of shares of Class A Preferred Common Stock that otherwise would cause such Person to violate Section 12(B)(1) 6.2.1 of these Articles Supplementary this Article VI (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 12(C)6.3, effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Person Purported Beneficial Transferee shall thereafter have no rights in such shares or (2ii) if, for any reason, the transfer to the Trust described in clause (1i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially Owning or Constructively Owning shares of Class A Preferred Common Stock in violation of Section 12(B)(1) 6.2.1 of these Articles Supplementarythis Article VI, then the Transfer of that number of shares of Class A Preferred Common Stock that otherwise would cause any Person to violate Section 12(b)(1) 6.2.1 shall be void ab initio, and such Person the Purported Beneficial Transferee shall have no rights in such shares. (3) 6.2.3 Notwithstanding any other provisions contained herein, prior to the Restriction Termination Date, any Transfer of Class A Preferred Common Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE) that, if effective, would result in the capital stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Class A Preferred Common Stock. 6.2.4 It is expressly intended that the restrictions on ownership and Transfer described in this Section 6.2 of Article VI shall apply to restrict the rights of any members or partners in limited liability companies or partnerships to exchange their interest in such entities for Common Stock of the Corporation.