Common use of WAIVER OF OWNERSHIP LIMIT Clause in Contracts

WAIVER OF OWNERSHIP LIMIT. 1.1 Pursuant to Section 7.26 of the Merger Agreement, the Company exempts Vornado, effective as of the Effective Time (as defined in the Merger Agreement) and subject to the terms herein, from the Ownership Limit solely (A) (i) to the extent of Vornado’s ownership of the lesser of (1) the number of shares of Equity Stock of the Company into which [10,186,991] NRT OP Units, NRT Common Stock (each as defined in the Merger Agreement) or any combination thereof are exchangeable pursuant to the Merger (as defined in the Merger Agreement); (2) the number of shares of Equity Stock of the Company into which NRT OP Units, NRT Common Stock or combination thereof, owned by Vornado as of the Effective Time, are exchangeable pursuant to the Merger; and (3) any lesser number of shares of Equity Stock of the Company owned by Vornado from time to time following the Effective Time, plus (ii) to the extent of Vornado’s Beneficial Ownership or Constructive Ownership of any Equity Stock of the Company that is owned by Winthrop Realty Trust or WRT Realty L.P. (together “Winthrop”), but in no event more than the lesser of (1) the number of shares of Equity Stock of the Company into which [4,375,000] NRT Common Stock owned by Winthrop are exchangeable pursuant to the Merger; (2) the number of shares of Equity Stock of the Company into which NRT Common Stock, owned by Winthrop as of the Effective Time, are exchangeable pursuant to the Merger; and (3) any lesser number of shares of Equity Stock of the Company owned by Winthrop from time to time following the Effective Time, and (B) upon and subject to Vornado’s compliance with Section 2.2 below and its continued compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Vornado.

WAIVER OF OWNERSHIP LIMIT. 1.1 Pursuant to Section 7.26 of the Merger Agreement, the The Company exempts Vornado, effective as of the Effective Time (as defined in the Merger Agreement) date hereof and subject to the terms herein, from the Ownership Limit solely solely: (A) (i) to the extent of Vornado’s ownership Beneficial Ownership or Constructive Ownership of the lesser of (1) the number of 21,351,461 shares of Equity Stock of the Company into which [10,186,991] NRT OP Units, NRT Common Stock (each as defined in the Merger Agreement) or any combination thereof are exchangeable pursuant to the Merger (as defined in the Merger Agreement); (2) the number of shares of Equity Stock of the Company into which NRT OP Units, NRT Common Stock or combination thereof, owned by Vornado as of the Effective Time, are exchangeable pursuant to the MergerStock; and (32) any lesser number of shares of Equity Stock of the Company owned by Vornado from time to time following after the Effective Timeearlier of December 31, plus (ii) to 2013 and the extent first date upon which Vornado Beneficially or Constructively Owns the maximum number of Vornado’s Beneficial Ownership or Constructive Ownership shares of any Equity Stock of the Company that is owned by Winthrop Realty Trust or WRT Realty L.P. permitted pursuant to the foregoing clause (together A)(i)(1) (the “WinthropMaximum Waiver Date”) (but excluding for the avoidance of doubt any shares described in Section 1.1(A)(ii) hereof), but in no event more than the lesser of plus (1ii) the number of shares of Equity Stock of the Company into which [4,375,000] NRT Common Stock owned issued by Winthrop are exchangeable the Company to Vornado by reason of or in connection with any stock dividend declared and paid pursuant to Revenue Procedure 2008-68 or any similar Revenue Procedure or private letter ruling with respect to shares of Equity Stock exempt under this Agreement where the Merger; (2) value of Vornado’s Beneficial or Constructive Ownership expressed as a percentage of the number value of all shares of Equity Stock of the Company into which NRT Common Stock, owned by Winthrop as of the Effective Time, are exchangeable pursuant to the Merger; and does not exceed 23% following such stock dividend (3) any lesser number of shares of Equity a “Permitted Stock of the Company owned by Winthrop from time to time following the Effective TimeDividend”), and (B) upon and subject to Vornado’s compliance with Section 2.2 2 below and its continued compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Vornado. 1.2 For avoidance of doubt, (A) following any sale, assignment, transfer or other disposition by Vornado of shares of Equity Stock of the Company, the exemption granted by the Company hereunder shall exempt Vornado from the Ownership Limit only with respect to the maximum aggregate number of shares of Equity Stock of the Company, as the case may be, owned by Vornado immediately after such sale, assignment, transfer or disposition and after each such sale, assignment, transfer or disposition by Vornado anytime thereafter, (B) under no circumstances shall this exemption apply to any Equity Stock of the Company acquired by Vornado at any time after the Maximum Waiver Date, with the exception of shares of Equity Stock of the Company that are issued by the Company to Vornado by reason of or in connection with a Permitted Stock Dividend, and (C) Permitted Stock Dividends shall not include any shares of Equity Stock issued pursuant to a direct share purchase or dividend reinvestment plan. 1.3 No later than three (3) business days after the occurrence of the Maximum Waiver Date, Vornado shall provide written notification to the Company of (A) the occurrence of such Maximum Waiver Date and (B) the number of shares and applicable holder of Equity Stock of the Company Beneficially and Constructively Owned by Vornado on such date. 2.