Common use of Holding Period Clause in Contracts

Holding Period. The Contributor acknowledges that it has been advised that (i) the OP Units are not redeemable or exchangeable for REIT Shares for fifteen (15) months, (ii) the OP Units issued pursuant to the Agreement, and any REIT Shares issued in exchange for, or in respect of a redemption of, any OP Units are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be disposed of only pursuant to an effective registration statement or an exemption therefrom and the Contributor understands that the Operating Partnership has no obligation or intention to register any OP Units, except to the extent set forth in the Registration Rights Agreement; accordingly, the Contributor may have to bear indefinitely, the economic risks of an investment in such OP Units, (iii) a restrictive legend in the form hereafter set forth shall be placed on the OP Unit Certificates (and any certificates representing REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed), and (iv) a notation shall be made in the appropriate records of the Operating Partnership and the Company indicating that the OP Units (and any REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed) are subject to restrictions on transfer. Notwithstanding the foregoing, prior to the expiration of the fifteen (15) month holding period, the Contributor may pledge or encumber (to or for the benefit of the Operating Partnership, another investor in the Operating Partnership or an institutional lender as support for a bona fide loan, which, in addition to banks, shall include, without limitation, securities firms, broker/dealers and other entities engaged in the business of commercial lending) the OP Units delivered to the Contributor at Closing.

Holding Period. The Contributor acknowledges that it has been advised that (ia) In addition to any restrictions on transfer contained in the CWI 2 OP LPA and without prior written consent of CWI 2, until the earlier of (a) the OP Units are not redeemable or exchangeable for REIT Shares for fifteen (15) monthscompletion of CWI 2’s initial underwritten public offering of Common Stock, (iib) ninety (90) days after the listing of Common Stock on a national securities exchange (either (a) or (b) an “IPO Event”), (c) the OP Units issued pursuant to consummation of a Change in Control of CWI 2, (d) solely in the Agreementcase of securities held by the WPC Entities, and any REIT Shares issued such time following either (1) the resignation of all representatives of the WPC Entities from CWI 2’s Board of Directors following a Change in exchange forControl of CWI 2 or WPC, or in respect (2) as the WPC Entities do not have the right to designate any persons for election of a redemption of, any OP Units are “restricted securities” (unless registered directors at the annual meeting of stockholders of CWI 2 in accordance with applicable U.S. this Agreement, or (e) except as contemplated by Section 1.5(a), solely in the case of securities lawsheld by the Watermark Entities, such time as Medzigian no longer serves as Chief Executive Officer or a director of CWI 2, the WPC Entities or the Watermark Entities, as applicable, shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or warrant for the sale of, make any short sale or otherwise transfer or dispose or encumber (collectively, “Transfer”) under applicable federal securities laws and may be disposed of only the Common Stock, Preferred Stock or limited partnership interests in CWI 2 OP that it receives pursuant to an effective registration statement or an exemption therefrom Section 1.4 of this Agreement; provided, however, that, subject to compliance with applicable Laws, including applicable securities Laws, the WPC Entities and the Contributor understands Watermark Entities may engage in a Permitted Transfer; provided, further, that the Operating Partnership foregoing restrictions on pledges and encumbrances shall not apply where the beneficiary of the pledge or encumbrance has no obligation or intention agreed in writing to register any OP Unitsbe bound by the restrictions set forth in this Section 1.6. In addition, except in the event of an underwritten public offering of securities of CWI 2 and to the extent set forth in requested by the Registration Rights Agreement; accordinglyunderwriters of such public offering, the Contributor may have WPC entities and Watermark Entities shall enter into customary lockup agreements to bear indefinitely, be negotiated in good faith by the economic risks of an investment in such OP Units, (iii) a restrictive legend in the form hereafter set forth shall be placed on the OP Unit Certificates (and any certificates representing REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed), and (iv) a notation shall be made in the appropriate records of the Operating Partnership and the Company indicating that the OP Units (and any REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed) are subject to restrictions on transfer. Notwithstanding the foregoing, prior to the expiration of the fifteen (15) month holding period, the Contributor may pledge or encumber (to or for the benefit of the Operating Partnership, another investor in the Operating Partnership or an institutional lender as support for a bona fide loan, which, in addition to banks, shall include, without limitation, securities firms, broker/dealers and other entities engaged in the business of commercial lending) the OP Units delivered to the Contributor at Closingapplicable parties.

Holding Period. The Contributor Such Nominee acknowledges that it has been advised that (i) if such Nominee is receiving OP Units, the OP Units are not redeemable or exchangeable for REIT Shares for fifteen a minimum of fourteen (1514) months, (ii) the Common Stock and OP Units issued pursuant to the Contribution Agreement, and any REIT Shares issued in exchange for, or in respect of a redemption of, any OP Units Units, are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be disposed of only pursuant to an effective registration statement or an exemption therefrom and the Contributor such Nominee understands that the Operating Partnership has no obligation or intention to register any OP UnitsUnits and the Company has no obligation to register such Nominee’s Common Stock, if applicable, except to the extent set forth in the Registration Rights Agreement; accordingly, the Contributor such Nominee may have to bear indefinitely, indefinitely the economic risks of an investment in such Common Stock and/or OP Units, (iii) a restrictive legend in the form hereafter set forth shall be placed on the Share Certificates and OP Unit Certificates (and any certificates representing REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed), and (iv) a notation shall be made in the appropriate records of the Operating Partnership and the Company indicating that the Common Stock and OP Units (and any REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed) are subject to restrictions on transfer. Notwithstanding the foregoing, prior to the expiration of the fifteen (15) month holding period, the Contributor may pledge or encumber (to or for the benefit of the Operating Partnership, another investor in the Operating Partnership or an institutional lender as support for a bona fide loan, which, in addition to banks, shall include, without limitation, securities firms, broker/dealers and other entities engaged in the business of commercial lending) the OP Units delivered to the Contributor at Closing.

Holding Period. The Contributor acknowledges that it has been advised that (i) the OP Units and Series A Preferred OP Units are not redeemable or exchangeable for REIT Shares for fifteen a minimum of fourteen (1514) monthsmonths and three (3) years, respectively, (ii) the OP Units and Series A Preferred OP Units issued pursuant to the Agreement, and any REIT Shares issued in exchange for, or in respect of a redemption of, any OP Units and/or Series A Preferred OP Units, as applicable, are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be disposed of only pursuant to an effective registration statement or an exemption therefrom and the Contributor understands that the Operating Partnership has no obligation or intention to register any OP Units and/or Series A Preferred OP Units, except to the extent set forth in the Registration Rights Agreement; accordingly, the Contributor may have to bear indefinitely, the economic risks of an investment in such OP Units and/or Series A Preferred OP Units, (iii) a restrictive legend in the form hereafter set forth shall be placed on the OP Unit Certificates and the Series A Preferred OP Unit Certificates (and any certificates representing REIT Shares for which OP Units and/or Series A Preferred OP Units may, in certain circumstances, be exchanged or redeemed), and (iv) a notation shall be made in the appropriate records of the Operating Partnership and the Company indicating that the OP Units and Series A Preferred OP Units (and any REIT Shares for which OP Units and/or Series A Preferred OP Units may, in certain circumstances, be exchanged or redeemed) are subject to restrictions on transfer. Notwithstanding the foregoing, prior to the expiration of the fifteen (15) month holding period, the Contributor may pledge or encumber (to or for the benefit of the Operating Partnership, another investor in the Operating Partnership or an institutional lender as support for a bona fide loan, which, in addition to banks, shall include, without limitation, securities firms, broker/dealers and other entities engaged in the business of commercial lending) the OP Units delivered to the Contributor at Closing.

Holding Period. The Contributor Such Nominee acknowledges that it has been advised that (i) the OP Units and Series A Preferred OP Units are not redeemable or exchangeable for REIT Shares for fifteen a minimum of fourteen (1514) monthsmonths and three (3) years, respectively, (ii) the OP Units and Series A Preferred OP Units issued pursuant to the Contribution Agreement, and any REIT Shares issued in exchange for, or in respect of a redemption of, any OP Units and/or Series A Preferred OP Units, as applicable, are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be disposed of only pursuant to an effective registration statement or an exemption therefrom and the Contributor such Nominee understands that the Operating Partnership has no obligation or intention to register any OP Units and/or Series A Preferred OP Units, except to the extent set forth in the Registration Rights Agreement; accordingly, the Contributor such Nominee may have to bear indefinitely, the economic risks of an investment in such OP Units and/or Series A Preferred OP Units, (iii) a restrictive legend in the form hereafter set forth shall be placed on the OP Unit Certificates and the Series A Preferred OP Unit Certificates (and any certificates representing REIT Shares for which OP Units and/or Series A Preferred OP Units may, in certain circumstances, be exchanged or redeemed), and (iv) a notation shall be made in the appropriate records of the Operating Partnership and the Company indicating that the OP Units and Series A Preferred OP Units (and any REIT Shares for which OP Units and/or Series A Preferred OP Units may, in certain circumstances, be exchanged or redeemed) are subject to restrictions on transfer. Notwithstanding the foregoing, prior to the expiration of the fifteen (15) month holding period, the Contributor may pledge or encumber (to or for the benefit of the Operating Partnership, another investor in the Operating Partnership or an institutional lender as support for a bona fide loan, which, in addition to banks, shall include, without limitation, securities firms, broker/dealers and other entities engaged in the business of commercial lending) the OP Units delivered to the Contributor at Closing.

Holding Period. The Contributor acknowledges that it has been advised that (i) the OP Units are not redeemable or exchangeable for REIT Shares for fifteen a minimum of fourteen (1514) months, (ii) the Common Stock and OP Units issued pursuant to the Agreement, and any REIT Shares issued in exchange for, or in respect of a redemption of, any the OP Units Units, are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be disposed of only pursuant to an effective registration statement or an exemption therefrom and the Contributor understands that the Operating Partnership has no obligation or intention to register any OP UnitsUnits and the Company has no obligation to register the Common Stock, if applicable, except to the extent set forth in the Registration Rights Agreement; accordingly, the Contributor may have to bear indefinitely, the economic risks of an investment in such Common Stock and/or OP UnitsUnits (to the extent any such Common Stock and/or OP Units are retained by the Contributor), (iii) a restrictive legend in the form hereafter set forth shall be placed on the Share Certificates and OP Unit Certificates (and any certificates representing REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed), and (iv) a notation shall be made in the appropriate records of the Operating Partnership and the Company indicating that the Common Stock and OP Units (and any REIT Shares for which OP Units may, in certain circumstances, be exchanged or redeemed) are subject to restrictions on transfer. Notwithstanding the foregoing, prior to the expiration of the fifteen (15) month holding period, the Contributor may pledge or encumber (to or for the benefit of the Operating Partnership, another investor in the Operating Partnership or an institutional lender as support for a bona fide loan, which, in addition to banks, shall include, without limitation, securities firms, broker/dealers and other entities engaged in the business of commercial lending) the OP Units delivered to the Contributor at Closing.