**EXHIBIT 3**

 

**KKR FINANCIAL CORP.**

 

**AMENDED AND RESTATED BYLAWS**

 

**(effective as of August 2, 2006)**

 

# **ARTICLE IOFFICES**

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## Section 1.               PRINCIPAL OFFICE. The principal office of KKRFinancial Corp. (the “Corporation”) in the State of Maryland shall be locatedat such place as the Board of Directors may designate.

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## Section 2.               ADDITIONAL OFFICES. The Corporation may haveadditional offices, including a principal executive office, at such places asthe Board of Directors may from time to time determine or the business of theCorporation may require.

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# **ARTICLE IIMEETINGS OF STOCKHOLDERS**

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## Section 1.               PLACE. All meetings of stockholdersshall be held at the principal executive office of the Corporation or at suchother place as shall be set by the Board of Directors and stated in the noticeof the meeting.

 

## Section 2.               ANNUAL MEETING. Commencing in 2005, an annualmeeting of the stockholders for the election of Directors and the transactionof any business within the powers of the Corporation shall be held on a dateand at the time set by the Board of Directors during the month of May ineach year.

 

## Section 3.               SPECIAL MEETINGS.

 

### (a)           General. The chairman of the Board ofDirectors, the president, a chief executive officer or the Board of Directorsmay call a special meeting of the stockholders. Subject to subsection (b) ofthis Section 3, a special meeting of stockholders shall also be called bythe secretary of the Corporation upon the written request of the stockholdersentitled to cast not less than a majority of all the votes entitled to be castat such meeting.

 

### (b)           Stockholder Requested SpecialMeetings. (1) Any stockholder of record seeking to have stockholders request a specialmeeting shall, by sending written notice to the secretary of the Corporation(the “Record Date Request Notice”) by registered mail, return receiptrequested, request the Board of Directors to fix a record date to determine thestockholders entitled to request a special meeting (the “Request Record Date”).The Record Date Request Notice shall set forth the purpose of the meeting andthe matters proposed to be acted on at it, shall be signed by one or morestockholders of record as of the date of signature (or their agents dulyauthorized 

 

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### in a writing accompanying the Record Date Request Notice), shall bearthe date of signature of each such stockholder (or such agent) and shall setforth all information relating to each such stockholder that must be disclosedin solicitations of proxies for election of Directors in an election contest(even if an election contest is not involved), or is otherwise required, ineach case pursuant to Regulation 14A (or any successor provision) under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). Uponreceiving the Record Date Request Notice, the Board of Directors may fix aRequest Record Date. The Request Record Date shall not precede and shall not bemore than ten days after the close of business on the date on which theresolution fixing the Request Record Date is adopted by the Board of Directors.If the Board of Directors, within ten days after the date on which a validRecord Date Request Notice is received, fails to adopt a resolution fixing theRequest Record Date, the Request Record Date shall be the close of business onthe tenth day after the first date on which the Record Date Request Notice isreceived by the secretary.

 

#### (2)           Inorder for any stockholder to request a special meeting, one or more writtenrequests for a special meeting signed by stockholders of record (or theiragents duly authorized in a writing accompanying the request) as of the RequestRecord Date entitled to cast not less than a majority (the “Special MeetingPercentage”) of all of the votes entitled to be cast at such meeting (the “SpecialMeeting Request”) shall be delivered to the secretary. In addition, the SpecialMeeting Request (a) shall set forth the purpose of the meeting and thematters proposed to be acted on at it (which shall be limited to those lawfulmatters set forth in the Record Date Request Notice received by the secretary),(b) shall bear the date of signature of each such stockholder (or suchagent) signing the Special Meeting Request, (c) shall set forth the nameand address, as they appear in the Corporation’s books, of each stockholdersigning such request (or on whose behalf the Special Meeting Request issigned), the class, series and number of all shares of stock of the Corporationwhich are owned by each such stockholder, and the nominee holder for, andnumber of, shares owned by such stockholder beneficially but not of record, (d) shallbe sent to the secretary by registered mail, return receipt requested, and (e) shallbe received by the secretary within sixty (60) days after the Request RecordDate. Any requesting stockholder (or agent duly authorized in a writingaccompanying the revocation or Special Meeting Request) may revoke his, her orits request for a special meeting at any time by written revocation deliveredto the secretary.

 

#### (3)           Thesecretary shall inform the requesting stockholders of the reasonably estimatedcost of preparing and mailing the notice of meeting (including the Corporation’sproxy materials). The secretary shall not be required to call a special meetingupon stockholder request and such meeting shall not be held unless, in additionto the documents required by paragraph (2) of this Section 3(b), thesecretary receives payment of such reasonably estimated cost prior to thepreparation and mailing of any notice of the meeting.

 

#### (4)           Exceptas provided in the next sentence, any special meeting shall be held at suchplace, date and time as may be designated by the chairman of the board,president, chief executive officer or Board of Directors, whoever has calledthe meeting. In the case of any special meeting called by the secretary uponthe request of stockholders (a “Stockholder Requested Meeting”), such meetingshall be held at such place, date and time as may be designated by the Board ofDirectors; provided, however, that the date of any StockholderRequested Meeting shall be not more than ninety (90) days after the record datefor such meeting 

 

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#### (the “Meeting Record Date”);and providedfurther that if the Board of Directors fails todesignate, within ten (10) days after the date that a valid SpecialMeeting Request is actually received by the secretary (the “Delivery Date”), adate and time for a Stockholder Requested Meeting, then such meeting shall beheld at 2:00 p.m. local time on the ninetieth (90th) day after the MeetingRecord Date or, if such ninetieth (90th) day is not a Business Day (as definedbelow), on the first preceding Business Day; and providedfurtherthat in the event that the Board of Directors fails to designate a place for aStockholder Requested Meeting within ten (10) days after the DeliveryDate, then such meeting shall be held at the principal executive office of theCorporation. In fixing a date for any special meeting, the chairman of theboard, president, chief executive officer or Board of Directors may considersuch factors as he, she or it deems relevant within the good faith exercise ofbusiness judgment, including, without limitation, the nature of the matters tobe considered, the facts and circumstances surrounding any request for themeeting and any plan of the Board of Directors to call an annual meeting or aspecial meeting. In the case of any Stockholder Requested Meeting, if the Boardof Directors fails to fix a Meeting Record Date that is a date within thirty(30) days after the Delivery Date, then the close of business on the thirtieth(30th) day after the Delivery Date shall be the Meeting Record Date. The Boardof Directors may revoke the notice for any Stockholder Requested Meeting in theevent that the requesting stockholders fail to comply with the provisions ofparagraph (3) of thisSection 3(b).

 

#### (5)           Ifwritten revocations of requests for the special meeting have been delivered tothe secretary and the result is that stockholders of record (or their agentsduly authorized in writing), as of the Request Record Date, entitled to castless than the Special Meeting Percentage have delivered, and not revoked,requests for a special meeting to the secretary, the secretary shall:  (i) if the notice of meeting has notalready been mailed refrain from mailing the notice of the meeting and send toall requesting stockholders who have not revoked such requests written noticeof any revocation of a request for the special meeting, or (ii) if thenotice of meeting has been mailed and if the secretary first sends to allrequesting stockholders who have not revoked requests for a special meetingwritten notice of any revocation of a request for the special meeting andwritten notice of the secretary’s intention to revoke the notice of the meetingrevoke the notice of the meeting at any time before ten days before thecommencement of the meeting. Any request for a special meeting received after arevocation by the secretary of a notice of a meeting shall be considered arequest for a new special meeting.

 

#### (6)           Thechairman of the Board of Directors, a chief executive officer, president orBoard of Directors may appoint regionally or nationally recognized independentinspectors of elections to act as the agent of the Corporation for the purpose ofpromptly performing a ministerial review of the validity of any purportedSpecial Meeting Request received by the secretary. For the purpose ofpermitting the inspectors to perform such review, no such purported requestshall be deemed to have been delivered to the secretary until the earlier of (i) ten(10) Business Days after receipt by the secretary of such purportedrequest and (ii) such date as the independent inspectors certify to theCorporation that the valid requests received by the secretary represent atleast a majority of the issued and outstanding shares of stock that would beentitled to vote at such meeting. Nothing contained in this paragraph (6) shallin any way be construed to suggest or imply that the Corporation or anystockholder shall not be entitled to contest the validity of any request,whether during or after such ten (10) 

 

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#### Business Day period, or to takeany other action (including, without limitation, the commencement, prosecutionor defense of any litigation with respect thereto, and the seeking ofinjunctive relief in such litigation).

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#### (7)           Forpurposes of these Bylaws, “Business Day” shall mean any day other than aSaturday, a Sunday or a day on which banking institutions in the State of NewYork are authorized or obligated by law or executive order to close.

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## Section 4.               NOTICE. Not less than ten (10) normore than ninety (90) days before each meeting of stockholders, the secretaryshall give to each stockholder entitled to vote at such meeting and to eachstockholder not entitled to vote who is entitled to notice of the meetingwritten or printed notice stating the time and place of the meeting and, in thecase of a special meeting or as otherwise may be required by any statute, thepurpose for which the meeting is called, either by mail, by presenting it tosuch stockholder personally, by leaving it at the stockholder’s residence orusual place of business or by any other means permitted by Maryland law. Ifmailed, such notice shall be deemed to be given when deposited in the UnitedStates mail addressed to the stockholder at the stockholder’s address as itappears on the records of the Corporation, with postage thereon prepaid.

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Subject to Section 11(a) ofthis Article II, any business of the Corporation may be transacted at anannual meeting of stockholders without being specifically designated in thenotice, except such business as is required by any statute to be stated in suchnotice. No business shall be transacted at a special meeting of stockholdersexcept as specifically designated in the notice.

 

## Section 5.               ORGANIZATION AND CONDUCT. Every meeting of stockholdersshall be conducted by an individual appointed by the Board of Directors to bechairman of the meeting or, in the absence of such appointment, by the chairmanof the Board of Directors or, in the case of a vacancy in the office or absenceof the chairman of the Board of Directors, by one of the following officerspresent at the meeting:  the vicechairman of the Board of Directors, if there be one, the president, the vicepresidents in their order of rank and seniority, or, in the absence of suchofficers, a chairman chosen by the stockholders by the vote of a majority ofthe votes cast by stockholders present in person or by proxy. The secretary,or, in the secretary’s absence, an assistant secretary, or in the absence ofboth the secretary and assistant secretaries, an individual appointed by theBoard of Directors or, in the absence of such appointment, an individualappointed by the chairman of the meeting shall act as secretary. In the eventthat the secretary presides at a meeting of the stockholders, an assistantsecretary, or in the absence of an assistant secretary, an individual appointedby the Board of Directors or the Chairman of the meeting, shall record theminutes of the meeting. The order of business and all other matters ofprocedure at any meeting of stockholders shall be determined by the chairman ofthe meeting. The chairman of the meeting may prescribe such rules, regulationsand procedures and take such action as, in the discretion of such chairman, areappropriate for the proper conduct of the meeting, including, withoutlimitation, (a) restricting admission to the time set for the commencementof the meeting; (b) limiting attendance at the meeting to stockholders ofrecord of the Corporation, their duly authorized proxies or other suchindividuals as the chairman of the meeting may determine; (c) limitingparticipation at the meeting on any matter to stockholders of record of theCorporation entitled to vote on such matter, their duly authorized proxies andother 

 

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## such individuals as the chairman of the meeting may determine; (d) limitingthe time allotted to questions or comments by participants; (e) determiningwhen the polls should be opened and closed, (f) maintaining order andsecurity at the meeting; (g) removing any stockholder or any otherindividual who refuses to comply with meeting procedures, rules orguidelines as set forth by the chairman of the meeting; and (h) concludingthe meeting or recessing or adjourning the meeting to a later date and time andplace announced at the meeting. Unless otherwise determined by the chairman ofthe meeting, meetings of stockholders shall not be required to be held inaccordance with the rules of parliamentary procedure.

 

## Section 6.               QUORUM. At any meeting ofstockholders, the presence in person or by proxy of stockholders entitled tocast a majority of all the votes entitled to be cast at such meeting on anymatter shall constitute a quorum; but this section shall not affect anyrequirement under any statute or the charter of the Corporation (the “Charter”)for the vote necessary for the adoption of any measure. If, however, suchquorum shall not be present at any meeting of the stockholders, the chairman ofthe meeting shall have the power to adjourn the meeting from time to time to adate not more than one hundred twenty (120) days after the original record datewithout notice other than announcement at the meeting. At such adjournedmeeting at which a quorum shall be present, any business may be transactedwhich might have been transacted at the meeting as originally notified.

 

Thestockholders present either in person or by proxy, at a meeting which has beenduly called and convened, may continue to transact business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than aquorum.

 

## Section 7.               VOTING. A plurality of all the votescast at a meeting of stockholders duly called and at which a quorum is presentshall be sufficient to elect a director. Each share may be voted for as manyindividuals as there are directors to be elected and for whose election theshare is entitled to be voted. A majority of the votes cast at a meeting ofstockholders duly called and at which a quorum is present shall be sufficientto approve any other matter which may properly come before the meeting, unlessmore than a majority of the votes cast is required by statute or by the Charter.Unless otherwise provided by statute or by the Charter, each outstanding shareof stock, regardless of class, shall be entitled to one vote on each mattersubmitted to a vote at a meeting of stockholders.

 

## Section 8.               PROXIES. A stockholder may cast thevotes entitled to be cast by the shares of stock owned of record by thestockholder in person or by proxy executed by the stockholder or by thestockholder’s duly authorized agent in any manner permitted by law. Such proxyor evidence of authorization of such proxy shall be filed with the secretary ofthe Corporation before or at the meeting. No proxy shall be valid more thaneleven months after its date, unless otherwise provided in the proxy.

 

## Section 9.               VOTING OF SHARES BY CERTAINHOLDERS. Sharesof stock of the Corporation registered in the name of a corporation,partnership, trust or other entity, if entitled to be voted, may be voted bythe president or a vice president, a general partner or trustee thereof, as thecase may be, or a proxy appointed by any of the foregoing individuals, unlesssome other person who has been appointed to vote such shares pursuant to abylaw or a resolution of the governing body of such corporation or other entityor agreement of the partners 

 

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## of a partnership presents a certified copy of such bylaw, resolution oragreement, in which case such person may vote such shares. Any director orother fiduciary may vote shares of stock registered in his or her name as suchfiduciary, either in person or by proxy.

 

Shares ofstock of the Corporation directly or indirectly owned by it shall not be votedat any meeting and shall not be counted in determining the total number ofoutstanding shares entitled to be voted at any given time, unless they are heldby it in a fiduciary capacity, in which case they may be voted and shall becounted in determining the total number of outstanding shares at any giventime.

 

The Board ofDirectors may adopt by resolution a procedure by which a stockholder maycertify in writing to the Corporation that any shares of stock registered inthe name of the stockholder are held for the account of a specified personother than the stockholder. The resolution shall set forth the class ofstockholders who may make the certification, the purpose for which thecertification may be made, the form of certification and the information to becontained in it; if the certification is with respect to a record date orclosing of the stock transfer books, the time after the record date or closingof the stock transfer books within which the certification must be received bythe Corporation; and any other provisions with respect to the procedure whichthe Board of Directors considers necessary or desirable. On receipt of suchcertification, the person specified in the certification shall be regarded as,for the purposes set forth in the certification, the stockholder of record ofthe specified shares of stock in place of the stockholder who makes thecertification.

 

## Section 10.             INSPECTORS. The Board of Directors, inadvance of any meeting, may, but need not, appoint one or more individualinspectors or one or more entities that designate individuals as inspectors toact at the meeting or any adjournment thereof. If an inspector or inspectorsare not appointed, the individual presiding at the meeting may, but need not,appoint one or more inspectors. In case any person who may be appointed as aninspector fails to appear or act, the vacancy may be filled by appointment madeby the Board of Directors in advance of the meeting or at the meeting by thechairman of the meeting. The inspectors, if any, shall determine the number ofshares outstanding and the voting power of each, the shares represented at themeeting, the existence of a quorum, the validity and effect of proxies, andshall receive votes, ballots or consents, hear and determine all challenges andquestions arising in connection with the right to vote, count and tabulate all votes,ballots or consents, determine the result, and do such acts as are proper toconduct the election or vote with fairness to all stockholders. Each suchreport shall be in writing and signed by him or her or by a majority of them ifthere is more than one inspector acting at such meeting. If there is more thanone inspector, the report of a majority shall be the report of the inspectors. Thereport of the inspector or inspectors on the number of shares represented atthe meeting and the results of the voting shall be prima facie evidencethereof.

 

## Section 11.             ADVANCE NOTICE OF STOCKHOLDERNOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

 

(a)           AnnualMeetings of Stockholders. (1) Nominations of individuals for electionto the Board of Directors and the proposal of other business to be consideredby the stockholders may be made at an annual meeting of stockholders (i) pursuantto the Corporation’s notice of 

 

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meeting, (ii) by or at the direction of the Board of Directors or (iii) byany stockholder of the Corporation who was a stockholder of record both at thetime of giving of notice by the stockholder as provided for in this Section 11(a) andat the time of the annual meeting, who is entitled to vote at the meeting andwho has complied with this Section 11(a).

 

(2)           Fornominations or other business to be properly brought before an annual meetingby a stockholder pursuant to clause (iii) of paragraph (a)(1) of thisSection 11, the stockholder must have given timely notice thereof inwriting to the secretary of the Corporation and such other business mustotherwise be a proper matter for action by the stockholders. To be timely, astockholder’s notice shall set forth all information required under this Section 11and shall be delivered to the secretary at the principal executive office ofthe Corporation not earlier than the one hundred fiftieth (150th)day nor later than 5:00 p.m., Eastern Time, on the one hundred twentieth(120th) day prior to the first (1st) anniversary of thedate of mailing of the notice for the preceding year’s annual meeting;provided, however, that in the event that the date of the annual meeting isadvanced or delayed by more than thirty (30) days from the first anniversary ofthe date of the preceding year’s annual meeting, notice by the stockholder tobe timely must be so delivered not earlier than the one hundred fiftieth (150th)  day prior to the date of such annual meetingand not later than 5:00 p.m., Eastern Time, on the later of the onehundred twentieth (120th) day prior to the date of such annualmeeting or the tenth day following the day on which public announcement of thedate of such meeting is first made. The public announcement of a postponementor adjournment of an annual meeting shall not commence a new time period forthe giving of a stockholder’s notice as described above. Such stockholder’snotice shall set forth (i) as to each individual whom the stockholderproposes to nominate for election or reelection as a director, (A) thename, age, business address and residence address of such individual, (B) theclass, series and number of any shares of stock of the Corporation that arebeneficially owned by such individual, (C) the date such shares wereacquired and the investment intent of such acquisition and (D) all otherinformation relating to such individual that is required to be disclosed insolicitations of proxies for election of directors in an election contest (evenif an election contest is not involved), or is otherwise required, in each casepursuant to Regulation 14A (or any successor provision) under the Exchange Actand the rules thereunder (including such individual’s written consent tobeing named in the proxy statement as a nominee and to serving as a director ifelected); (ii) as to any other business that the stockholder proposes tobring before the meeting, a description of such business, the reasons forproposing such business at the meeting and any material interest in suchbusiness of such stockholder and any Stockholder Associated Person (as definedbelow), individually or in the aggregate, including any anticipated benefit tothe stockholder and the Stockholder Associated Person therefrom; (iii) asto the stockholder giving the notice and any Stockholder Associated Person, theclass, series and number of all shares of stock of the Corporation which areowned by such stockholder and by such Stockholder Associated Person, if any,and the nominee holder for, and number of, shares owned beneficially but not ofrecord by such stockholder and by any such Stockholder Associated Person; (iv) asto the stockholder giving the notice and any Stockholder Associated Personcovered by clauses (ii) or (iii) of this paragraph (2) of this Section 11(a),the name and address of such stockholder, as they appear on the Corporation’sstock ledger and current name and address, if different, and of suchStockholder Associated Person; and (v) to the extent known by thestockholder giving the notice, the name and address of any other 

 

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stockholder supporting the nominee for election or reelection as adirector or the proposal of other business on the date of such stockholder’snotice.

 

(3)           Notwithstandinganything in this subsection (a) of this Section 11 to thecontrary, in the event the Board of Directors increases the number of directorsin accordance with Article III, Section 2 of these Bylaws, and thereis no public announcement of such action at least one hundred thirty (130) daysprior to the first (1st) anniversary of the date of mailing of thenotice of the preceding year’s annual meeting, a stockholder’s notice requiredby this Section 11(a) shall also be considered timely, but only withrespect to nominees for any new positions created by such increase, if it shallbe delivered to the secretary at the principal executive office of theCorporation not later than 5:00 p.m., Eastern Time, on the tenth (10th)day following the day on which such public announcement is first made by theCorporation.

 

(4)           Forpurposes of this Section 11, “Stockholder Associated Person” of anystockholder shall mean (i) any person controlling, directly or indirectly,or acting in concert with, such stockholder, (ii) any beneficial owner ofshares of stock of the Corporation owned of record or beneficially by suchstockholder and (iii) any person controlling, controlled by or undercommon control with such Stockholder Associated Person.

 

(b)           SpecialMeetings of Stockholders. Only such business shall be conducted at aspecial meeting of stockholders as shall have been brought before the meetingpursuant to the Corporation’s notice of meeting. Nominations of individuals forelection to the Board of Directors may be made at a special meeting of stockholdersat which directors are to be elected (i) pursuant to the Corporation’snotice of meeting, (ii) by or at the direction of the Board of Directorsor (iii) provided that the Board of Directors has determined thatdirectors shall be elected at such special meeting, by any stockholder of theCorporation who is a stockholder of record both at the time of giving of noticeprovided for in this Section 11 and at the time of the special meeting,who is entitled to vote at the meeting and who complied with the noticeprocedures set forth in this Section 11. In the event the Corporationcalls a special meeting of stockholders for the purpose of electing one or moreindividuals to the Board of Directors, any such stockholder may nominate anindividual or individuals (as the case may be) for election as a director asspecified in the Corporation’s notice of meeting, if the stockholder’s noticerequired by paragraph (2) of this Section 11(a) shall bedelivered to the secretary at the principal executive office of the Corporationnot earlier than the one hundred twentieth (120th) day prior to suchspecial meeting and not later than 5:00 p.m., Eastern Time on the later ofthe ninetieth (90th) day prior to such special meeting or the tenth(10th) day following the day on which public announcement is firstmade of the date of the special meeting and of the nominees proposed by theBoard of Directors to be elected at such meeting. The public announcement of apostponement or adjournment of a special meeting shall not commence a new timeperiod for the giving of a stockholder’s notice as described above.

 

(c)           General.(1)  Upon written request by the secretary or the Board of Directors orany committee thereof, any stockholder proposing a nominee for election as adirector or any proposal for other business at a meeting of stockholders shallprovide, within five (5) Business Days of delivery of such request (orsuch other period as may be specified in such request), written verification,satisfactory, in the discretion of the Board of Directors or any committee 

 

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thereof or any authorized officer of the Corporation, to demonstratethe accuracy of any information submitted by the stockholder pursuant to this Section 11.If a stockholder fails to provide such written verification within such period,the information as to which written verification was requested may be deemednot to have been provided in accordance with this Section 11.

 

(2)           Onlysuch individuals who are nominated in accordance with this Section 11shall be eligible for election by stockholders as directors, and only suchbusiness shall be conducted at a meeting of stockholders as shall have beenbrought before the meeting in accordance with this Section 11. The chairmanof the meeting shall have the power to determine whether a nomination or anyother business proposed to be brought before the meeting was made or proposed,as the case may be, in accordance with this Section 11.

 

(3)           Forpurposes of this Section 11, (a) the “date of mailing of the notice”shall mean the date of the proxy statement for the solicitation of proxies forelection of directors and (b) “public announcement” shall mean disclosure (i) ina press release reported by the Dow Jones News Service, Associated Press,Business Wire, PR Newswire or comparable news service or (ii) in adocument publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to the Exchange Act.

 

(4)           Notwithstandingthe foregoing provisions of this Section 11, a stockholder shall alsocomply with all applicable requirements of state law and of the Exchange Actand the rules and regulations thereunder with respect to the matters setforth in this Section 11. Nothing in this Section 11 shall be deemedto affect any right of a stockholder to request inclusion of a proposal in, northe right of the Corporation to omit a proposal from, the Corporation’s proxystatement pursuant to Rule 14a-8 (or any successor provision) under theExchange Act.

 

## Section 12.             VOTING BY BALLOT. Voting on any question or inany election may be viva voce unless the presiding officer shall orderor any stockholder shall demand that voting be by ballot.

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## Section 13.             CONTROL SHARE ACQUISITION ACT. Notwithstanding any otherprovision of the Charter or these Bylaws, Title 3, Subtitle 7 of theMaryland General Corporation Law (or any successor statute) (the “MGCL”) shallnot apply to any acquisition by any person of shares of stock of theCorporation. This section may be repealed, in whole or in part, at anytime, whether before or after an acquisition of control shares and, upon suchrepeal, may, to the extent provided by any successor bylaw, apply to anysubsequent control share acquisition.

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# **ARTICLE IIIDIRECTORS**

 

## Section 1.               GENERAL POWERS. The business and affairs ofthe Corporation shall be managed under the direction of its Board of Directors.

 

## Section 2.               NUMBER, TENURE ANDQUALIFICATIONS.At any regular meeting or at any special meeting called for that purpose, amajority of the entire Board of Directors may establish, increase or decreasethe number of directors, provided that the number thereof shall 

 

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## never be less than the five (5), nor more than twelve (12), and furtherprovided that the tenure of office of a director shall not be affectedby any decrease in the number of directors.

 

## Section 3.               ANNUAL AND REGULAR MEETINGS. An annual meeting of the Boardof Directors shall be held immediately after and at the same place as theannual meeting of stockholders, no notice other than this Bylaw being necessary.In the event such meeting is not so held, the meeting may be held at such timeand place as shall be specified in a notice given as hereinafter provided forspecial meetings of the Board of Directors. The Board of Directors may provide,by resolution, the time and place for the holding of regular meetings of theBoard of Directors without other notice than such resolution.

 

## Section 4.               SPECIAL MEETINGS. Special meetings of the Boardof Directors may be called by or at the request of the chairman of the Board ofDirectors, the chief executive officer, the president or by a majority of theDirectors then in office. The person or persons authorized to call specialmeetings of the Board of Directors may fix any place as the place for holdingany special meeting of the Board of Directors called by them. The Board ofDirectors may provide, by resolution, the time and place for the holding ofspecial meetings of the Board of Directors without other notice than suchresolution.

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## Section 5.               NOTICE. Notice of any special meetingof the Board of Directors shall be delivered personally or by telephone,electronic mail, facsimile transmission, United States mail or courier to eachdirector at his or her business or residence address. Notice by personaldelivery, telephone, electronic mail or facsimile transmission shall be givenat least twenty four (24) hours prior to the meeting. Notice by United Statesmail shall be given at least three (3) days prior to the meeting. Noticeby courier shall be given at least two (2) days prior to the meeting. Telephonenotice shall be deemed to be given when the director or his or her agent ispersonally given such notice in a telephone call to which the director or hisor her agent is a party. Electronic mail notice shall be deemed to be givenupon transmission of the message to the electronic mail address given to theCorporation by the director. Facsimile transmission notice shall be deemed tobe given upon completion of the transmission of the message to the number givento the Corporation by the director and receipt of a completed answer-backindicating receipt. Notice by United States mail shall be deemed to be givenwhen deposited in the United States mail properly addressed, with postagethereon prepaid. Notice by courier shall be deemed to be given when depositedwith or delivered to a courier properly addressed. Neither the business to betransacted at, nor the purpose of, any annual, regular or special meeting ofthe Board of Directors need be stated in the notice, unless specificallyrequired by statute or these Bylaws.

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## Section 6.               QUORUM. A majority of the Directorsshall constitute a quorum for transaction of business at any meeting of theBoard of Directors, provided that, if less than a majority of suchDirectors are present at said meeting, a majority of the Directors present mayadjourn the meeting from time to time without further notice, and providedfurther that if, pursuant to applicable law, the Charter or theseBylaws, the vote of a majority of a particular group of Directors is requiredfor action, a quorum must also include a majority of such group.

 

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The Directorspresent at a meeting which has been duly called and convened may continue totransact business until adjournment, notwithstanding the withdrawal of enoughDirectors to leave less than a quorum.

 

## Section 7.               VOTING. The action of the majority ofthe Directors present at a meeting at which a quorum is present shall be theaction of the Board of Directors, unless the concurrence of a greaterproportion is required for such action by applicable law, the Charter or theseBylaws. If enough Directors have withdrawn from a meeting to leave less than aquorum but the meeting is not adjourned, the action of the majority of thatnumber of Directors necessary to constitute a quorum at such meeting shall bethe action of the Board of Directors, unless the concurrence of a greaterproportion is required for such action by applicable law, the Charter or theseBylaws.

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## Section 8.               ORGANIZATION. At each meeting of the Boardof Directors, the chairman of the Board of Directors or, in the absence of thechairman, the vice chairman of the Board of Directors, if any, shall act aschairman of the meeting. In the absence of both the chairman and vice chairmanof the Board of Directors, the chief executive officer or in the absence of thechief executive officer, the president or in the absence of the president, adirector chosen by a majority of the Directors present, shall act as chairmanof the meeting. The secretary or, in his or her absence, an assistant secretaryof the Corporation, or in the absence of the secretary and all assistantsecretaries, a person appointed by the Chairman, shall act as secretary of themeeting.

##  

## Section 9.               TELEPHONE MEETINGS. Directors may participate in ameeting by means of a conference telephone or other communications equipment ifall persons participating in the meeting can hear each other at the same time. Participationin a meeting by these means shall constitute presence in person at the meeting.

##  

## Section 10.             CONSENT BY DIRECTORS WITHOUT AMEETING. Anyaction required or permitted to be taken at any meeting of the Board ofDirectors may be taken without a meeting, if a consent in writing or byelectronic transmission to such action is given by each director and is filedwith the minutes of proceedings of the Board of Directors.

##  

## Section 11.             VACANCIES. If for any reason any or allthe Directors cease to be Directors, such event shall not terminate theCorporation or affect these Bylaws or the powers of the remaining Directorshereunder (even if fewer than three Directors remain). Except as may beprovided by the Board of Directors in setting the terms of any class or seriesof preferred stock, any vacancy on the Board of Directors may be filled only bya majority of the remaining Directors, even if the remaining Directors do notconstitute a quorum. Any director elected to fill a vacancy shall serve for theremainder of the full term of the class in which the vacancy occurred and untila successor is elected and qualifies.

##  

## Section 12.             COMPENSATION. Directors shall not receiveany stated salary for their services as Directors but, by resolution of theBoard of Directors, may receive compensation per year and/or per meeting and/orper visit to real property or other facilities owned, leased or to be acquiredby the Corporation and for any service or activity they performed or engaged inas Directors. Directors may be reimbursed for expenses of attendance, if any,at each annual, regular or special meeting of the Directors or of any committeethereof and for their expenses, if 

 

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## any, in connection with each property visit and any other service oractivity they performed or engaged in as Directors; but nothing hereincontained shall be construed to preclude any Directors from serving theCorporation in any other capacity and receiving compensation therefor.

 

## Section 13.             LOSS OF DEPOSITS. No director shall be liablefor any loss which may occur by reason of the failure of the bank, trustcompany, savings and loan association, or other institution with whom moneys orshares of stock have been deposited.

 

## Section 14.             SURETY BONDS. Unless required by law, nodirector shall be obligated to give any bond or surety or other security forthe performance of any of his or her duties.

 

## Section 15.             RELIANCE. Each director, officer,employee and agent of the Corporation shall, in the performance of his or herduties with respect to the Corporation, be fully justified and protected withregard to any act or failure to act in reliance in good faith upon the books ofaccount or other records of the Corporation, upon an opinion of counsel or uponreports made to the Corporation by any of its officers or employees or by theadviser, accountants, appraisers or other experts or consultants selected bythe Board of Directors or officers of the Corporation, regardless of whethersuch counsel or expert may also be a director.

 

## Section 16.             CERTAIN RIGHTS OF DIRECTORS,OFFICERS, EMPLOYEES AND AGENTS. The Directors shall have no responsibility to devote theirfull time to the affairs of the Corporation. Any director or officer, employeeor agent of the Corporation, in his or her personal capacity or in a capacityas an affiliate, employee, or agent of any other person, or otherwise, may havebusiness interests and engage in business activities similar to or in additionto or in competition with those of or relating to the Corporation.

 

# **ARTICLE IVCOMMITTEES**

 

## Section 1.               NUMBER, TENURE ANDQUALIFICATIONS.The Board of Directors may appoint from among its members an ExecutiveCommittee, an Audit Committee, a Compensation Committee, a Nominating andCorporate Governance Committee and such other committees as the Board ofDirector may deem appropriate, composed of one or more Directors, to serve atthe pleasure of the Board of Directors.

 

## Section 2.               POWERS. The Board of Directors maydelegate to committees appointed under Section 1 of this Article anyof the powers of the Board of Directors, except as prohibited by law.

##  

## Section 3.               MEETINGS. Notice of committee meetingsshall be given in the same manner as notice for special meetings of the Boardof Directors.

##  

A majority ofthe members of any committee shall constitute a quorum for the transaction ofbusiness at any meeting of the committee. The act of a majority of thecommittee members present at a meeting shall be the act of such committee. TheBoard of Directors may designate a chairman of any committee, and such chairmanor, in the absence of such chairman, any two 

 

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members of anycommittee (if there are at least two members of the committee) may fix the timeand place of its meeting unless the Board shall otherwise provide. In theabsence of any member of any such committee, the members thereof present at anymeeting, whether or not they constitute a quorum, may appoint another Directorto act in the place of such absent member.

 

Each committeeshall keep minutes of its proceedings.

 

## Section 4.               TELEPHONE MEETINGS. Members of a committee of theBoard of Directors may participate in a meeting by means of a conferencetelephone or other communications equipment if all persons participating in themeeting can hear each other at the same time. Participation in a meeting bythese means shall constitute presence in person at the meeting.

##  

## Section 5.               CONSENT BY COMMITTEES WITHOUT AMEETING. Anyaction required or permitted to be taken at any meeting of a committee of theBoard of Directors may be taken without a meeting, if a consent in writing orby electronic transmission to such action is given by each member of the committeeand is filed with the minutes of proceedings of such committee.

##  

## Section 6.               VACANCIES. Subject to the provisionshereof, the Board of Directors shall have the power at any time to change themembership of any committee, to fill all vacancies, to designate alternatemembers to replace any absent or disqualified member or to dissolve any suchcommittee.

 

# **ARTICLE VOFFICERS**

#  

## Section 1.               GENERAL PROVISIONS. The officers of theCorporation shall include a president, a secretary and a treasurer and may includea chairman of the Board of Directors, a vice chairman of the Board ofDirectors, a chief executive officer, one or more vice presidents, a chiefoperating officer, a chief financial officer, one or more assistant secretariesand one or more assistant treasurers. In addition, the Board of Directors mayfrom time to time elect such other officers with such powers and duties as itshall deem necessary or desirable. The officers of the Corporation shall beelected annually by the Board of Directors, except that the chief executiveofficer or president may from time to time appoint one or more vice presidents,assistant secretaries and assistant treasurers or other officers. Each officershall hold office until his or her successor is elected and qualifies or untilhis or her death, or his or her resignation or removal in the mannerhereinafter provided. Any two or more offices except president and vicepresident may be held by the same person. Election of an officer or agent shallnot of itself create contract rights between the Corporation and such officeror agent.

##  

## Section 2.               REMOVAL AND RESIGNATION. Any officer or agent of theCorporation may be removed, with or without cause, by the Board of Directors ifin its judgment the best interests of the Corporation would be served thereby,but such removal shall be without prejudice to the contract rights, if any, ofthe person so removed. Any officer of the Corporation may resign at any time bygiving written notice of his or her resignation to the Board of 

 

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## Directors, the chairman of the Board of Directors, the president or thesecretary. Any resignation shall take effect immediately upon its receipt or atsuch later time specified in the notice of resignation. The acceptance of aresignation shall not be necessary to make it effective unless otherwise statedin the resignation. Such resignation shall be without prejudice to the contractrights, if any, of the Corporation.

##  

## Section 3.               VACANCIES. A vacancy in any office may befilled by the Board of Directors for the balance of the term.

##  

## Section 4.               CHIEF EXECUTIVE OFFICER. The Board of Directors maydesignate a chief executive officer. In the absence of such designation, thechairman of the Board of Directors shall be the chief executive officer of theCorporation. The chief executive officer(s) shall have general responsibilityfor implementation of the policies of the Corporation, as determined by theBoard of Directors, and for the management of the business and affairs of theCorporation. He or she may execute any deed, mortgage, bond, contract or otherinstrument, except in cases where the execution thereof shall be expresslydelegated by the Board of Directors or by these Bylaws to some other officer oragent of the Corporation or shall be required by law to be otherwise executed;and in general shall perform all duties incident to the office of chiefexecutive officer and such other duties as may be prescribed by the Board ofDirectors from time to time.

##  

## Section 5.               CHIEF OPERATING OFFICER. The Board of Directors maydesignate a chief operating officer. The chief operating officer shall have theresponsibilities and duties as set forth by the Board of Directors or the chiefexecutive officer.

##  

## Section 6.               CHIEF INVESTMENT OFFICER. The Board of Directors maydesignate a chief investment officer. The chief investment officer shall havethe responsibilities and duties as set forth by the Board of Directors or thechief executive officer.

##  

## Section 7.               CHIEF FINANCIAL OFFICER. The Board of Directors maydesignate a chief financial officer. The chief financial officer shall have theresponsibilities and duties as set forth by the Board of Directors or the chiefexecutive officer.

##  

## Section 8.               CHAIRMAN OF THE BOARD. The Board of Directors shalldesignate a chairman of the Board of Directors. The chairman of the Board ofDirectors shall preside over the meetings of the Board of Directors and of thestockholders at which he shall be present. The chairman of the Board of Directorsshall perform such other duties as may be assigned to him or her by the Boardof Directors.

##  

## Section 9.               PRESIDENT. In the absence of a chiefexecutive officer, the president shall in general supervise and control all ofthe business and affairs of the Corporation. In the absence of a designation ofa chief operating officer by the Board of Directors, the president shall be thechief operating officer. He or she may execute any deed, mortgage, bond,contract or other instrument, except in cases where the execution thereof shallbe expressly delegated by the Board of Directors or by these Bylaws to someother officer or agent of the Corporation or shall be required by law to beotherwise executed; and in general shall perform all duties incident 

 

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## to the office of president and such other duties as may be prescribedby the Board of Directors from time to time.

##  

## Section 10.             VICE PRESIDENTS. In the absence of thepresident or in the event of a vacancy in such office, the vice president (orin the event there be more than one vice president, the vice presidents in theorder designated at the time of their election or, in the absence of anydesignation, then in the order of their election) shall perform the duties ofthe president and when so acting shall have all the powers of and be subject toall the restrictions upon the president; and shall perform such other duties asfrom time to time may be assigned to such vice president by the president or bythe Board of Directors. The Board of Directors may designate one or more vicepresidents as executive vice president, senior vice president or as vicepresident for particular areas of responsibility.

##  

## Section 11.             SECRETARY. The secretary shall (a) keepthe minutes of the proceedings of the stockholders, the Board of Directors andcommittees of the Board of Directors in one or more books provided for thatpurpose; (b) see that all notices are duly given in accordance with theprovisions of these Bylaws or as required by law; (c) be custodian of thecorporate records and of the seal of the Corporation; (d) keep a registerof the post office address of each stockholder which shall be furnished to thesecretary by such stockholder; (e) have general charge of the stocktransfer books of the Corporation; and (f) in general perform such otherduties as from time to time may be assigned to him by the chief executiveofficer, the president or by the Board of Directors.

##  

## Section 12.             TREASURER. The treasurer shall have thecustody of the funds and securities of the Corporation and shall keep full andaccurate accounts of receipts and disbursements in books belonging to theCorporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the Corporation in such depositories as may be designatedby the Board of Directors. In the absence of a designation of a chief financialofficer by the Board of Directors, the treasurer shall be the chief financialofficer of the Corporation.

##  

The treasurershall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render tothe president and Board of Directors, at the regular meetings of the Board ofDirectors or whenever it may so require, an account of all his or hertransactions as treasurer and of the financial condition of the Corporation.

 

If required bythe Board of Directors, the treasurer shall give the Corporation a bond in suchsum and with such surety or sureties as shall be satisfactory to the Board ofDirectors for the faithful performance of the duties of his or her office andfor the restoration to the Corporation, in case of his or her death,resignation, retirement or removal from office, of all books, papers, vouchers,moneys and other property of whatever kind in his or her possession or underhis or her control belonging to the Corporation.

 

## Section 13.             ASSISTANT SECRETARIES ANDASSISTANT TREASURERS.The assistant secretaries and assistant treasurers, in general, shall performsuch duties as shall be assigned to them by the secretary or treasurer,respectively, or by the president or the Board of Directors. The assistanttreasurers shall, if required by the Board of Directors, give bonds for the 

 

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## faithful performance of their duties in such sums and with such suretyor sureties as shall be satisfactory to the Board of Directors.

##  

## Section 14.             SALARIES. The salaries and othercompensation of the officers shall be fixed from time to time by the Board ofDirectors or a committee thereof and no officer shall be prevented fromreceiving such salary or other compensation by reason of the fact that he isalso a director.

##  

# **ARTICLE VICONTRACTS, LOANS, CHECKS AND DEPOSITS**

 

## Section 1.               CONTRACTS. The Board of Directors, theExecutive Committee or another committee of the Board of Directors within thescope of its delegated authority, may authorize any officer or agent to enterinto any contract or to execute and deliver any instrument in the name of andon behalf of the Corporation and such authority may be general or confined tospecific instances. Any agreement, deed, mortgage, lease or other documentshall be valid and binding upon the Corporation when duly authorized orratified by action of the Board of Directors, or the Executive Committee orsuch other committee and executed by an authorized person.

##  

## Section 2.               CHECKS AND DRAFTS. All checks, drafts or otherorders for the payment of money, notes or other evidences of indebtednessissued in the name of the Corporation shall be signed by such officer or agentof the Corporation in such manner as shall from time to time be determined bythe Board of Directors.

##  

## Section 3.               DEPOSITS. All funds of the Corporationnot otherwise employed shall be deposited from time to time to the credit ofthe Corporation in such banks, trust companies or other depositories as theBoard of Directors may designate.

##  

# **ARTICLE VIISTOCK**

#  

## Section 1.               CERTIFICATES. Except as otherwise provided inthese Bylaws, this Section shall not be interpreted to limit the authorityof the Board of Directors to issue some or all of the shares of any or all ofthe Corporation’s classes or series without certificates. Each stockholder,upon written request to the secretary of the Corporation, shall be entitled toa certificate or certificates which shall represent and certify the number ofshares of each class of stock held by him in the Corporation. Each certificateshall be signed by the chairman of the board, the president or a vice presidentand countersigned by the secretary or an assistant secretary or the treasureror an assistant treasurer and may be sealed with the seal, if any, of theCorporation. The signatures may be either manual or facsimile. Certificatesshall be consecutively numbered; and if the Corporation shall, from time totime, issue several classes of stock, each class may have its own number series.A certificate is valid and may be issued whether or not an officer who signedit is still an officer when it is issued. Each certificate representing shareswhich are restricted as to their transferability or voting powers, which are 

 

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## preferred or limited as to their dividends or as to their allocableportion of the assets upon liquidation or which are redeemable at the option ofthe Corporation, shall have a statement of such restriction, limitation,preference or redemption provision, or a summary thereof, plainly stated on thecertificate. If the Corporation has authority to issue stock of more than oneclass, the certificate shall contain on the face or back a full statement orsummary of the designations and any preferences, conversion and other rights,voting powers, restrictions, limitations as to dividends and otherdistributions, qualifications and terms and conditions of redemption of eachclass of stock and, if the Corporation is authorized to issue any preferred orspecial class in series, the differences in the relative rights and preferencesbetween the shares of each series to the extent they have been set and theauthority of the Board of Directors to set the relative rights and preferencesof subsequent series. In lieu of such statement or summary, the certificate maystate that the Corporation will furnish a full statement of such information toany stockholder upon request and without charge. If any class of stock isrestricted by the Corporation as to transferability, the certificate shallcontain a full statement of the restriction or state that the Corporation willfurnish information about the restrictions to the stockholder on request andwithout charge.

##  

## Section 2.               TRANSFERS. Upon surrender to theCorporation or the transfer agent of the Corporation of a stock certificate dulyendorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, the Corporation shall issue a new certificate to theperson entitled thereto, cancel the old certificate and record the transactionupon its books.

##  

The Corporationshall be entitled to treat the holder of record of any share of stock as theholder in fact thereof and, accordingly, shall not be bound to recognize anyequitable or other claim to or interest in such share or on the part of anyother person, whether or not it shall have express or other notice thereof,except as otherwise provided by the laws of the State of Maryland.

 

Notwithstandingthe foregoing, transfers of shares of any class of stock will be subject in allrespects to the Charter and all of the terms and conditions contained therein.

 

## Section 3.               REPLACEMENT CERTIFICATE. Any officer designated by theBoard of Directors may direct a new certificate to be issued in place of anycertificate previously issued by the Corporation alleged to have been lost,stolen or destroyed upon the making of an affidavit of that fact by the personclaiming the certificate to be lost, stolen or destroyed. When authorizing theissuance of a new certificate, an officer designated by the Board of Directorsmay, in his or her discretion and as a condition precedent to the issuancethereof, require the owner of such lost, stolen or destroyed certificate or theowner’s legal representative to advertise the same in such manner as he or sheshall require and/or to give bond, with sufficient surety, to the Corporationto indemnify it against any loss or claim which may arise as a result of theissuance of a new certificate.

##  

## Section 4.               CLOSING OF TRANSFER BOOKS ORFIXING OF RECORD DATE.The Board of Directors may set, in advance, a record date for the purpose ofdetermining stockholders entitled to notice of or to vote at any meeting ofstockholders or determining stockholders entitled to receive payment of anydividend or the allotment of any other rights, or in order to make adetermination of stockholders for any other proper purpose. Such date, in any 

 

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## case, shall not be prior to the close of business on the day the recorddate is fixed and shall be not more than ninety (90) days and, in the case of ameeting of stockholders, not less than ten (10) days, before the date onwhich the meeting or particular action requiring such determination ofstockholders of record is to be held or taken.

##  

In lieu offixing a record date, the Board of Directors may provide that the stocktransfer books shall be closed for a stated period but not longer than twenty(20) days. If the stock transfer books are closed for the purpose ofdetermining stockholders entitled to notice of or to vote at a meeting ofstockholders, such books shall be closed for at least ten (10) days beforethe date of such meeting.

 

If no recorddate is fixed and the stock transfer books are not closed for the determinationof stockholders, (a) the record date for the determination of stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at theclose of business on the day on which the notice of meeting is mailed or thethirtieth (30th) day before the meeting, whichever is the closer date to themeeting; and (b) the record date for the determination of stockholdersentitled to receive payment of a dividend or an allotment of any other rightsshall be the close of business on the day on which the resolution of the Boardof Directors, declaring the dividend or allotment of rights, is adopted.

 

When adetermination of stockholders entitled to vote at any meeting of stockholdershas been made as provided in this section, such determination shall apply toany adjournment thereof, except when (i) the determination has been madethrough the closing of the transfer books and the stated period of closing hasexpired or (ii) the meeting is adjourned to a date more than 120 daysafter the record date fixed for the original meeting, in either of which case anew record date shall be determined as set forth herein.

 

## Section 5.               STOCK LEDGER. The Corporation shall maintainat its principal office or at the office of its counsel, accountants ortransfer agent, an original or duplicate stock ledger containing the name andaddress of each stockholder and the number of shares of each class held by suchstockholder.

##  

## Section 6.               FRACTIONAL STOCK; ISSUANCE OFUNITS. TheBoard of Directors may issue fractional stock or provide for the issuance ofscrip, all on such terms and under such conditions as they may determine. Notwithstandingany other provision of the Charter or these Bylaws, the Board of Directors mayissue units consisting of different securities of the Corporation. Any securityissued in a unit shall have the same characteristics as any identicalsecurities issued by the Corporation, except that the Board of Directors mayprovide that for a specified period securities of the Corporation issued insuch unit may be transferred on the books of the Corporation only in such unit.

 

# **ARTICLE VIIIACCOUNTING YEAR**

#  

The Board ofDirectors shall have the power, from time to time, to fix the fiscal year ofthe Corporation by a duly adopted resolution.

 

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# **ARTICLE IXDISTRIBUTIONS**

#  

## Section 1.               AUTHORIZATION. Dividends and otherdistributions upon the stock of the Corporation may be authorized by the Boardof Directors, subject to the provisions of law and the Charter. Dividends andother distributions may be paid in cash, property or shares of stock of theCorporation, subject to the provisions of law and the Charter.

##  

## Section 2.               CONTINGENCIES. Before payment of anydividends or other distributions, there may be set aside out of any assets ofthe Corporation available for dividends or other distributions such sum or sumsas the Board of Directors may from time to time, in its absolute discretion,think proper as a reserve fund for contingencies, for equalizing dividends orother distributions, for repairing or maintaining any property of theCorporation or for such other purpose as the Board of Directors shall determineto be in the best interest of the Corporation, and the Board of Directors maymodify or abolish any such reserve.

##  

# **ARTICLE XINVESTMENT POLICIES**

#  

Subject to theprovisions of the Charter, the Board of Directors may from time to time adopt,amend, revise or terminate any policy or policies with respect to investmentsby the Corporation as it shall deem appropriate in its sole discretion.

 

# **ARTICLE XISEAL**

#  

## Section 1.               SEAL. The Board of Directors mayauthorize the adoption of a seal by the Corporation. The seal shall contain thename of the Corporation, the year of its incorporation, and the words “IncorporatedMaryland.”  The Board of Directors mayauthorize one or more duplicate seals and provide for the custody thereof.

##  

## Section 2.               AFFIXING SEAL. Whenever the Corporation ispermitted or required to affix its seal to a document, it shall be sufficientto meet the requirements of any law, rule or regulation relating to a sealto place the word “(SEAL)” adjacent to the signature of the person authorizedto execute the document on behalf of the Corporation.

##  

# **ARTICLE XIIINDEMNIFICATION AND ADVANCE OF EXPENSES**

#  

To the maximumextent permitted by Maryland law in effect from time to time, the Corporationshall indemnify and, without requiring a preliminary determination of theultimate entitlement to indemnification, shall pay or reimburse reasonableexpenses in advance of final disposition of a proceeding to (a) any individualwho is a present or former director or officer of the Corporation and who ismade or threatened to be made a party to the proceeding by reason of 

 

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his or herservice in that capacity or (b) any individual who, while a director orofficer of the Corporation and at the request of the Corporation, serves or hasserved as a director, officer, partner or trustee of such corporation, realestate investment trust, partnership, joint venture, trust, employee benefitplan or other enterprise and who is made or threatened to be made a party tothe proceeding by reason of his or her service in that capacity. TheCorporation may, with the approval of its Board of Directors, or a dulyauthorized committee thereof, provide such indemnification and advance forexpenses to a person who served a predecessor of the Corporation in any of thecapacities described in (a) or (b) above and to any employee or agentof the Corporation or a predecessor of the Corporation. The indemnification andpayment of expenses provided in these Bylaws shall not be deemed exclusive ofor limit in any way other rights to which any person seeking indemnification orpayment of expenses may be or may become entitled under any bylaw, regulation,insurance, agreement or otherwise.

 

Neither theamendment nor repeal of this Article, nor the adoption or amendment of anyother provision of the Bylaws or Charter inconsistent with this Article, shallapply to or affect in any respect the applicability of the preceding paragraphwith respect to any act or failure to act which occurred prior to suchamendment, repeal or adoption.

 

# **ARTICLE XIIIWAIVER OF NOTICE**

#  

Whenever anynotice is required to be given pursuant to the Charter or these Bylaws orpursuant to applicable law, a waiver thereof in writing, signed by the personor persons entitled to such notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice. Neither thebusiness to be transacted at nor the purpose of any meeting need be set forthin the waiver of notice, unless specifically required by statute. Theattendance of any person at any meeting shall constitute a waiver of notice ofsuch meeting, except where such person attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that themeeting is not lawfully called or convened.

 

# **ARTICLE XIVAMENDMENT OF BYLAWS**

#  

The Board ofDirectors shall have the exclusive power to adopt, alter or repeal any provisionof these Bylaws and to make new Bylaws.

 

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