Common use of LIMITATIONS AND OTHER MATTERS Clause in Contracts

LIMITATIONS AND OTHER MATTERS. 2.1 The exemption set forth in Section 1 above (the “Ownership Limit Waiver”) shall not be effective if and to the extent that, as a result of Vornado’s ownership of Equity Stock of the Company permitted by reason of the Ownership Limit Waiver, (A) the Company would be considered to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an interest described in Section 856(d)(2)(B) of the Code in a “Vornado Related Tenant” (as defined in Section 2.4 herein), or (B) any “individual” (within the meaning of Section 542(a)(2) of the Code) would be considered to “own” (within the meaning of Section 856(h) of the Code) any of the shares of Equity Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

LIMITATIONS AND OTHER MATTERS. 2.1 The exemption set forth in Section 1 above (the “Ownership Limit Waiver”) shall not be effective if and to the extent that, as a result of VornadoApollo’s ownership of Equity Stock of the Company permitted by reason of the Ownership Limit Waiver, (A) the Company would be considered to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an interest described in Section 856(d)(2)(B) of the Code in a an “Vornado Apollo Related Tenant” (as defined in Section 2.4 herein), or (B) any “individual” (within the meaning of Section 542(a)(2) of the Code) ) would be considered to “own” (within the meaning of Section 856(h) of the Code) any of the shares of Equity Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

LIMITATIONS AND OTHER MATTERS. 2.1 2.1. The exemption set forth in Section 1 1.1 above (the “"Ownership Limit Waiver”") shall not be effective if and to the extent that, as a result of Vornado’s Buyer's ownership of Equity Capital Stock of the Company permitted by reason of the Ownership Limit Waiver, Buyer would be considered to have Beneficial Ownership or Constructive Ownership of Capital Stock that would result in (A) the Company would be considered to own owning (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an interest described in Section 856(d)(2)(B) of the Code in a “Vornado "First Union Related Tenant” " (as defined in Section 2.4 2.5 herein), or (B) Beneficial Ownership by any “"individual” " (within the meaning of Section 542(a)(2) of the Code) would be considered to “own” (within the meaning of Section 856(h) of the Code) who Beneficially Owns or will Beneficially Own any of the shares of Equity Common Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Common Stock of the Company (whether or not such ownership causes the Company to be “"closely held” " under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Capital Stock of the Company that otherwise would be "Excess Stock Stock" (as defined in Section 2.4 herein) shall be deemed to have been automatically transferred to the Company a Trust in accordance with subparagraph (b)(1Sections 7.2.1(b) of Article IX and 7.3 of the DeclarationArticles.