Common use of Restrictions on Public Sale Clause in Contracts

Restrictions on Public Sale. The Beneficial Owners shall: (a) in the event the Trust is issuing equity securities to the public in an underwritten offering, and, if requested by the managing underwriter or underwriters for such underwritten offering, subject to Section 4(e) above, not effect any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the tenth (10th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) and ending 90 days after the closing of such underwritten offering; (b) not, during any period in which any of their Registrable Securities are included in any effective registration statement: (i) effect any stabilization transactions or engage in any stabilization activity in connection with the Shares or other equity securities of the Trust in contravention of Rule 104 of Regulation M under the Exchange Act; or (ii) permit any Affiliated Purchaser (as that term is defined in Rule 101 of Regulation M under the Exchange Act) to bid for or purchase for any account in which any Beneficial Owner has a beneficial interest, or attempt to induce any other person to purchase, any Shares in contravention of Rule 102 of Regulation M under the Exchange Act; and (c) furnish each broker through whom the Beneficial Owners offer Registrable Securities such number of copies of the prospectus as such broker may require and otherwise comply with the prospectus delivery requirements under the Securities Act.

Restrictions on Public Sale. The Beneficial Owners shall: (a) Notwithstanding any registration rights set forth in this Agreement, upon written notice by the Company to the Investors, the Investors shall, in the event (x) the Trust Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public public, or (y) any Qualifying Other Holder is proposing to sell Common Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offering, and, if requested in writing by the managing underwriter or underwriters for such underwritten offering, subject to Section 4(e) above, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Registrable Eligible Securities or any securities convertible into or exchangeable or exercisable for such Registrable Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the tenth seventh (10th7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending 90 ninety (90) days after the closing of such underwritten offering;, so long as the managing underwriter or underwriters obtains a written commitment of each Company trustee and executive officer and each Qualifying Other Holder to agree to the same restrictions; provided, however, that such restrictions shall not apply to any distributions-in-kind to an Investor’s partners or members. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) business days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to clause (x) of Section 6.1(a) in any twelve (12) consecutive month period. (b) notIn the event of a sale of Common Shares by the Investors in an underwritten offering pursuant to Section 4.2, during if requested in writing by the managing underwriter or underwriters for such underwritten offering, the Company shall use reasonable best efforts to cause its trustees and executive officers and each Qualifying Other Holder to sign a Lock-Up Commitment to the underwriter(s) to not effect any public sale or distribution of Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period in which any commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of their Registrable Securities are included in any the effective date for the registration statement: statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending no later than the earlier of (i) effect any stabilization transactions or engage in any stabilization activity in connection with ninety (90) days after the Shares or other equity securities closing of the Trust in contravention of Rule 104 of Regulation M under the Exchange Act; or such underwritten offering and (ii) permit the date of the expiration of the lock-up imposed on the Investors in respect of such offering; provided, however, that such obligations of the Company with respect to any Affiliated Purchaser Qualifying Other Holder shall not apply unless such Qualifying Other Holder is permitted to participate in the underwritten offering in accordance with Section 2.2. Notwithstanding anything to the contrary in this Section 6.1, (as that term is defined x) if the Investors fail to sign a Lock-Up Commitment in Rule 101 of Regulation M accordance with, and subject to the terms and limitations set forth in, Section 6.1 (a), then the Company’s obligations under this Section 6.1(c) shall terminate, and (y) if a Qualifying Other Holder fails to sign a Lock-Up Commitment in accordance with, and subject to the Exchange Actterms and limitations set forth in, this Section 6.1(d), then the Investors’ obligations under Section 6.1(a)(y) to bid for or purchase for any account in which any Beneficial Owner has a beneficial interest, or attempt to induce any other person to purchase, any Shares in contravention of Rule 102 of Regulation M under the Exchange Act; andshall terminate. (c) furnish each broker through whom Notwithstanding the Beneficial Owners offer Registrable foregoing, the Company shall not, and shall not not be required to use reasonable best efforts to impose, restrictions on sales and distributions of Eligible Securities such number of copies of by the prospectus as such broker may require and otherwise comply with Investors for more than one hundred (100) days in the prospectus delivery requirements under the Securities Actaggregate in any twelve (12) consecutive month period.

Restrictions on Public Sale. The Beneficial Owners Each Holder shall: (a) in the event the Trust Company is issuing equity securities to the public in an underwritten offering, and, Underwritten Offering and if requested by the managing underwriter or underwriters for such underwritten offering, subject to Section 4(e) aboveUnderwritten Offering, not effect any public sale or distribution of Registrable Securities Common Shares or any securities convertible into or exchangeable or exercisable for such Registrable SecuritiesCommon Shares (except for Registrable Common Shares included in such registration), including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the tenth seventh (10th7th) day Business Day prior to the date such underwritten offering Underwritten Offering commences (such offering Underwritten Offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering Underwritten Offering or, if applicable, the date of the prospectus supplement for such offeringUnderwritten Offering) and ending 90 days after the closing of such underwritten offeringUnderwritten Offering, or such shorter period as may be permitted by the managing underwriters; (b) not, during any period in which any of their Registrable Securities are included in any effective registration statement: (i) effect any stabilization transactions or engage in any stabilization activity in connection comply with the Shares or other equity securities of the Trust in contravention of Rule 104 of Regulation M under the Exchange Act; or (ii) permit Act in connection with the offer and sale of Registrable Common Shares made by such Holder pursuant to any Affiliated Purchaser (registration statement, and provide the Company with such information about such Holder's offer and sale of Registrable Common Shares pursuant to any registration statement as that term is defined in Rule 101 of the Company shall reasonably request to enable the Company and its affiliates to comply with Regulation M under the Exchange Act) to bid for or purchase for Act in connection with any account in which any Beneficial Owner has a beneficial interest, or attempt to induce any other person to purchase, any Shares in contravention of Rule 102 of Regulation M under the Exchange Actsuch offer and sale; and (c) furnish each broker through whom the Beneficial Owners offer such Holder offers Registrable Securities Common Shares such number of copies of the prospectus as such broker may require and otherwise comply with the prospectus delivery requirements under the Securities Act.