EXHIBIT 10.1


 


THE COMPANIES (GUERNSEY) LAWS,
1994 and 1996, as amended


 


COMPANY LIMITED BY SHARES


 


ARTICLES OF ASSOCIATION(1)


 


of


 


HPFM (BECKET
HOUSE) LIMITED


 


INTERPRETATION


 


1                                          In these presents the words standing in the
first column of the Table next hereinafter contained shall bear the meanings
set opposite to them respectively in the second column thereof, if not
inconsistent with the subject or context -


 


	
  Words

  	
   

  	
  Meanings

  
	
   

  	
   

  	
   

  
	
  “Additional Capital Contribution”

  	
   

  	
  any subscription for additional shares in the
  Company approved under Articles 103(2) and/or 103(4) and/or 103(20).

  
	
   

  	
   

  	
   

  
	
  “Attorney”

  	
   

  	
  includes proxy and vice versa.

  
	
   

  	
   

  	
   

  
	
  “BH Entity”

  	
   

  	
  Behringer Harvard Becket House LLC, a US
  limited liability company indirectly wholly owned by Behringer Harvard Opportunity
  REIT I, Inc. and a shareholder of HPFM (Becket House) Limited.

  
	
   

  	
   

  	
   

  
	
  “Board”

  	
   

  	
  the Directors for the time being of the
  Company or the Directors present at a duly convened meeting of Directors at
  which a quorum is present.

  
	
   

  	
   

  	
   

  
	
  “Code”

  	
   

  	
  the United States Internal Revenue Code of
  1986, as amended.

  
	
   

  	
   

  	
   

  
	
  “Director”

  	
   

  	
  includes an Alternate Director.

  
	
   

  	
   

  	
   

  
	
  “Dividend”

  	
   

  	
  includes bonus.

  
	
   

  	
   

  	
   

  
	
  “Executors”

  	
   

  	
  includes Administrators.

  
	
   

  	
   

  	
   

  
	
  “Extraordinary Resolution”

  	
   

  	
  the same meaning as Special Resolution
  except that it shall not be  necessary
  to send a copy thereof to H.M. Greffier.

  
	
   

  	
   

  	
   

  
	
  “Fair Value”

  	
   

  	
  is as determined by the Auditor in
  accordance with Article 48.

  
	
   

  	
   

  	
   

  
	
  “Investor Consent”

  	
   

  	
  the approval in writing of the holders of
  90% of the Ordinary Shares.

  
	
   

  	
   

  	
   

  
	
  “Liquidator”

  	
   

  	
  includes joint liquidators.

  
	
   

  	
   

  	
   

  
	
  “Lock-in Period”

  	
   

  	
  the period beginning on 3rd
  October and ending eighteen (18) months thereafter.

  
	
   

  	
   

  	
   

  
	
  “Month”

  	
   

  	
  calendar month.

  



 






(1) Adopted
pursuant to Special Resolution passed on 23 November 2007


 

















 


	
   

  	
   

  	
   

  
	
  “Office”

  	
   

  	
  the registered office for the time being of
  the Company.

  
	
   

  	
   

  	
   

  
	
  “Official Seal”

  	
   

  	
  a facsimile of the Common Seal for use
  outside the Island of Guernsey in accordance with these presents and the
  Statutes.

  
	
   

  	
   

  	
   

  
	
  “Operating Budget”

  	
   

  	
  the annual operating budget of the Company
  approved by Investor Consent.

  
	
   

  	
   

  	
   

  
	
  “Ordinary Resolution”

  	
   

  	
  a resolution of the Company in General
  Meeting passed by a simple majority of the votes of the members entitled to
  vote and voting in person or by Attorney or by Proxy at the Meeting.

  
	
   

  	
   

  	
   

  
	
  “Original Capital”

  	
   

  	
  the Capital specified in the Memorandum of
  Association of the Company.

  
	
   

  	
   

  	
   

  
	
  “these presents”

  	
   

  	
  these Articles of Association as now framed and from time to time
  altered by Special Resolution.

  
	
   

  	
   

  	
   

  
	
  “Probate”

  	
   

  	
  includes Letters of Administration.

  
	
   

  	
   

  	
   

  
	
  “Property”

  	
   

  	
  any real property that is owned directly or
  indirectly by the Company.

  
	
   

  	
   

  	
   

  
	
  “Register”

  	
   

  	
  the Register of Members to be kept pursuant
  to the Statutes.

  
	
   

  	
   

  	
   

  
	
  “REIT”

  	
   

  	
  the Behringer Harvard Opportunity REIT I,
  Inc., a Maryland corporation that has elected to be taxable for federal
  income tax purposes as a real estate investment trust under the Code.

  
	
   

  	
   

  	
   

  
	
  “REIT Prohibited Transactions” 

  	
   

  	
  any of the actions specifically set forth
  in Article 165. 

  
	
   

  	
   

  	
   

  
	
  “Seal”

  	
   

  	
  the Common Seal (if any) of the Company.

  
	
   

  	
   

  	
   

  
	
  “Secretary”

  	
   

  	
  includes a temporary or assistant Secretary
  and any person appointed by the Board to perform any of the duties of
  Secretary of the Company.

  
	
   

  	
   

  	
   

  
	
  “Special Resolution”

  	
   

  	
  the meaning assigned to it by the Statutes.

  
	
   

  	
   

  	
   

  
	
  “The Statutes”

  	
   

  	
  every Order in Council, Act or Ordinance
  for the time being in force concerning limited liability companies registered
  in Guernsey and affecting the Company.

  



 


Words importing the singular number only
shall include the plural number and vice versa.


 


Words importing the masculine gender only
shall include the feminine gender.


 


Words importing persons shall include
corporations.


 


Expressions referring to writing shall be
construed as including references to any mode of representing or reproducing words
in a visible form.


 


The expressions “debenture” and “debenture
holder” shall include debenture stock and debenture stockholder respectively.


 


 


2                                          Subject to the preceding Article, any words
defined in the Statutes shall, if not inconsistent with the subject or context,
bear the same meaning in these presents.


 


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BUSINESS


 


3                                          Any branch or kind of business which by the
Memorandum of Association of the Company, or by the Statutes or by these
presents, is either expressly or by implication authorised to be undertaken by
the Company may be so undertaken at such time or times as the Board thinks fit,
and further suffered by them to be in abeyance, whether such branch or kind of
business may have been actually commenced or not, so long as the Board may deem
it expedient not to commence or proceed with such branch or kind of business.


 


SHARES


 


4                                          The Share Capital of the Company at the date of
adoption of these Articles is £10,000 divided into 10,000 shares of £1 each.


 


5                                          (1)                               Without prejudice to any special rights
previously conferred on the holders of any existing shares or class of shares,
any share in the Company may be issued with such preferred, deferred or other
special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise as the Company may from time to time by Ordinary
Resolution determine, and subject to and in default of such determination as
the Board may determine.


 


(2)                                  The Company may issue fractions of a share in
accordance with the Statutes.


 


6                                          Subject to the provisions of the Statutes


 


(1)                               any
preference shares may, with the sanction either of the Board or an Ordinary
Resolution, be issued on the terms that they are, or at the option of the
Company are liable, to be redeemed on such terms and in such manner as the
Company before the issue of the shares may by Ordinary Resolution determine,
and subject to and in default of such determination as the Board may determine;


 


(2)                               the Company may purchase its own shares and it may make a
payment in respect of such purchase otherwise than out of distributable profits
or the proceeds of a fresh issue of shares;


 


(3)                               the Company is authorised to give financial
assistance (as defined in section 2 of the Companies (Financial Assistance for Acquisition of Own Shares) Ordinance,
1998) directly or indirectly in connection with the acquisition of its own
shares.


 


7                                          If at any time the share capital is divided
into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may,
whether or not the Company is being wound up, be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class, or
with the sanction of an Extraordinary Resolution passed at a separate General
Meeting of the holders of the shares of the class. To every such separate
General Meeting the provisions of these regulations relating to General
Meetings shall apply, but so that the necessary quorum shall be two persons at
least holding or representing by proxy one-third of the issued shares of the
class and that any holder of shares of the class present in person or by proxy
may demand a poll.


 


8                                          The rights conferred upon the holders of the
shares of any class issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class,
be deemed to be varied by the creation or issue of further shares ranking pari
passu therewith.


 


9                                          Subject to the provisions of article 103, the
unissued shares from time to time in the capital of the Company shall be at the
disposal of the Board, which may (subject to the provisions of the Statutes)
allot, grant options over, or otherwise dispose of them to such persons, on
such terms and conditions and at such times as it thinks fit, but so that no
share shall be issued at a discount, except in accordance with the provisions
of the Statutes, and so that the amount


 


3

















 


payable on application on each share shall
not be less than such percentage of the nominal amount of the share that shall
be fixed by the Board from time to time.


 


10                                  The Company, or the Board on behalf of the
Company, may pay a commission to any person in consideration of his subscribing
or agreeing to subscribe, whether absolutely or conditionally, for any shares
in the Company, or procuring or agreeing to procure subscriptions, whether
absolute or conditional for any shares in the Company, provided that the rate
per cent of the commission or the amount thereof shall be duly disclosed in
accordance with the Statutes and shall not exceed such percentage of the price
at which the shares are issued as the Board may from time to time determine, or
an amount equal thereto as the case may be, and so that if the commission shall
be paid or payable out of capital, the statutory conditions and requirements
shall be observed and complied with. Such commission may, if thought fit, be
paid in fully-paid shares. The Company may also pay such brokerages as may be
lawful.


 


11                                  Except as ordered by a court of competent
jurisdiction or as required by law the Company shall not be affected or bound
by or be compelled in any way to recognise (even when having notice thereof)
any equitable, contingent, future or partial interest in any share or (except
only as by these presents or by law otherwise provided) any other rights in
respect of any share except an absolute right to the entirety thereof in the
registered holder and that whether or not such share shall be entered in the
Register as held in trust, nor shall the Company be bound to see to the
execution of any trust, whether express, implied or constructive, to which any
share may be subject.


 


STOCK


 


12                                  The Company may by Ordinary Resolution convert
any paid-up shares into stock, and reconvert any stock into paid-up shares of
any denomination.


 


13                                  The holders of stock may transfer the same, or
any part thereof, in the same manner and subject to the same regulations, as
and subject to which the shares from which the stock arose might previously to
conversion have been transferred, or as near thereto as circumstances admit;
and the Board may from time to time fix the minimum amount of stock
transferable but so that such minimum shall not exceed the nominal amount of
the shares from which the stock arose.


 


14                                  The holders of stock shall, according to the
amount of stock held by them, have the same rights, privileges and advantages
as regards dividends, voting at meetings of the Company and other matters as if
they held the shares from which the stock arose but no such privilege or
advantage (except participation in the dividends and profits of the Company and
in the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or advantage.


 


15                                  Such of the regulations of the Company as are
applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder”
therein shall include “stock” and “stockholder”, and the words “share
certificate” shall include “stock certificate” unless the context otherwise
requires.


 


SHARE CERTIFICATES


 


16                                  Every person shall be entitled:


 


(1)                                without
payment to one certificate for all his shares of each class and when part only
of the shares comprised in a certificate is sold or transferred, to a new
certificate for the remainder of the shares so comprised; or


 


(2)                                upon payment of such sum as the Board shall from time to time determine,
to several certificates, each for one or more of his shares of any class.


 


4

















 


Every certificate shall be issued within one
month after allotment or lodgement of transfer (or within such other period as
the conditions of issue shall provide) and shall specify the shares to which it
relates and the amount paid up thereon and the distinguishing numbers (if any).


 


17                                  In respect of a share held jointly by several
persons the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all such holders.


 


18                                  If a share certificate be defaced, lost or
destroyed, it may be renewed on payment of such fee and on such terms (if any)
as to evidence and indemnity and the payment of out-of-pocket expenses of the
Company of investigating evidence as the Board thinks fit.


 


LIEN


 


19                                  The Company shall have a first and paramount
lien on every share (not being a fully paid share) for all moneys, whether
presently payable or not, called or payable at a fixed time in respect of that
share, and the Company shall also have a first and paramount lien and charge on
all shares (other than fully paid shares) standing registered in the name of a
single member for all the debts and liabilities of such member or his estate to
the Company, and that whether the same shall have been incurred before or after
notice to the Company of any equitable or other interest of any person other
than such member and whether the time for payment or discharge of the same
shall have actually arrived or not, and notwithstanding that the same are joint
debts or liabilities of such member or his estate and any other person whether
a member of the Company or not. The Company’s lien on a share shall extend to
all dividends payable thereon. But the Board may at any time declare any share
to be wholly or in part exempt from the provisions of this Article.


 


20                                  The Company may sell, in such manner as the
Board thinks fit, any shares on which the Company has a lien, but no sale shall
be made unless a sum in respect of which the lien exists is presently payable
nor until the expiration of twenty-one days after a notice in writing, stating
and demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for the
time being of the shares, or the person entitled thereto by reason of the death
or bankruptcy of such registered holder.


 


21                                  To give effect to any such sale the Board may
authorise some person to transfer the shares sold to the purchaser thereof. The
Purchaser shall be registered as the holder of the shares comprised in any such
transfer, and he shall not be bound to see to the application of the purchase money,
nor shall his title to the shares be affected by any irregularity or invalidity
in the proceedings in reference to the sale.


 


22                                  The net proceeds of the sale shall be received
by the Company and applied in or towards payment of such part of the amount in
respect of which the lien exists as is presently payable, and the residue, if
any, shall (subject to a like lien for sums not presently payable as existed
upon the shares before the sale) be paid to the person entitled to the shares
at the date of the sale.


 


CALLS ON SHARES


 


23                                  The Board may from time to time make calls upon
the members in respect of any moneys unpaid on their shares (whether on account
of the nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times, provided that no
call shall be payable at less than one month from the date fixed for the
payment of the last preceding call, and each member shall (subject to receiving
at least fourteen days’ notice specifying the time or times and place of
payment) pay to the Company at the time or times and place so specified the
amount called on his shares. A call may be revoked or postponed as the Board
may determine.


 


24                                  A call shall be deemed to have been made at the
time when the resolution of the Board authorising the call was passed and may
be required to be paid by instalments.


 


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25                                  The joint holders of a share shall be jointly
and severally liable to pay all calls in respect thereof.


 


26                                  If a sum called in respect of a share is not
paid before or on the day appointed for payment thereof, the person from whom
the sum is due shall pay interest on the sum from the day appointed for payment
thereof to the time of actual payment at such rate not exceeding 20 per cent
per annum as the Board may determine, but the Board shall be at liberty to
waive payment of such interest either wholly or in part.


 


27                                  Any sum which by the terms of issue of a share
becomes payable on allotment or at any fixed date, whether on account of the
nominal value of the share or by way of premium, shall for the purposes of
these presents be deemed to be a call duly made and payable on the date on
which by the terms of issue the same becomes payable, and in the case of
non-payment all the relevant provisions of these presents as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.


 


28                                  The Board may, on the issue of shares,
differentiate between the holders as to the amount of calls to be paid and the
times of payment.


 


29                                  The Board may, if they think fit, receive from
any member willing to advance the same all or any part of the moneys uncalled
and unpaid upon any shares held by him, and upon all or any of the moneys so
advanced may (until the same would, but for such advance, become payable) pay
interest at such rate (subject to the direction of the Company in General
Meeting) as may be agreed upon between the Board and the member paying such sum
in advance. No such sum paid in advance of calls shall entitle the member
paying such sum to any portion of a dividend declared in respect of any period
prior to the date upon which such sum would, but for such payment, become presently
payable.


 


FORFEITURE AND SURRENDER OF
SHARES


 


30                                  If a member fails to pay any call or instalment
of a call on the day appointed for payment thereof, the Board may at any time
thereafter during such time as any part of the call or instalment remains unpaid
serve a notice on him requiring payment of so much of the call or instalment as
is unpaid together with any interest which may have accrued thereon, and any
expenses which may have been incurred by the Company by reason of such
non-payment.


 


31                                  The notice shall name a further day, not being
earlier than the expiration of twenty-one days from the date of service of the
notice, on or before which the payment required by the notice is to be made,
and the place where the payment required by the notice is to be made (the place
so named being either the Office or some other place at which calls of the
Company are usually made payable), and shall state that in the event of
non-payment at or before the time and at the place appointed the shares in
respect of which the call was made or instalment is payable will be liable to
be forfeited.


 


32                                  If the requirements of any such notice as
aforesaid are not complied with, any share in respect of which the notice has
been given may at any time thereafter, before the payment required by the
notice has been made, be forfeited by a resolution of the Board to that effect.
Such forfeiture shall include all dividends declared in respect of the
forfeited share and not actually paid before the forfeiture.


 


33                                  When any share has been forfeited in accordance
with these presents, notice of the forfeiture shall forthwith be given to the
holder of the share, or the person entitled to the share by transmission, as
the case may be, and an entry of such notice having been given, and of the
forfeiture with the date thereof, shall forthwith be made in the Register
opposite to the entry of the share; but no forfeiture shall be in any manner
invalidated by any omission or neglect to give such notice or to make such
entry as aforesaid.


 


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34                                  A forfeited share shall be deemed to be the
property of the Company and may be sold, re-allotted or otherwise disposed of
on such terms and in such manner as the Board shall think fit, with or without
all or any part of the amount previously paid on the share being credited as
paid, and at any time before a sale or disposition the forfeiture may be
cancelled on such terms as the Board may think fit.


 


35                                  A person whose shares have been forfeited shall
cease to be a member in respect of the forfeited shares but shall,
notwithstanding, remain liable to pay to the Company all moneys which, at the
date of forfeiture, were payable by him to the Company in respect of the shares
with interest at such rate as the Board may determine, but his liability shall
cease if and when the Company shall have received payment in full of all such
moneys in respect of the shares. The Board may enforce payment without any
allowance for the value of the shares at the time of forfeiture.


 


36                                  The forfeiture of a share shall involve the
extinction at the time of forfeiture of all interest in and all claims and
demands against the Company in respect of the share and all other rights and
liabilities incidental to the share as between the shareholder whose share is
forfeited and the Company, except only such of those rights and liabilities as
are by these presents expressly saved.


 


37                                  The Board may accept from any member, on such
terms and conditions as shall be agreed, a surrender of any shares in respect
of which there is a liability for payment of calls. Any share so surrendered
may be disposed of in the same manner as a forfeited share.


 


38                                  A statutory declaration in writing that the
declarant is a Director or the Secretary of the Company, and that a share in
the Company has been duly forfeited or surrendered on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share. The Company may
receive the consideration, if any, given for the share on any sale or
disposition thereof and may execute a transfer of the share in favour of the
person to whom the same is sold or disposed of, and he shall thereupon be
registered as the holder of the share, and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale, re-allotment or disposal of the share.


 


TRANSFER AND TRANSMISSION OF
SHARES


 


39                                  All transfers of shares may be effected by
transfer in writing in the usual common form (or any such other form as the
Board may accept) and may be under hand only. Shares of different classes shall
not be transferred by the same instrument of transfer. The instrument of
transfer of a share shall be signed by or on behalf of the transferor, and the
transferor shall be deemed to remain the holder of the share until the name of
the transferee is entered in the Register in respect thereof.


 


40                                  Every instrument of transfer shall be left at
the Office or such other place as the Board may prescribe, with the certificate
of every share to be thereby transferred and such other evidence as the Board
may reasonably require to prove the title of the transferor or his right to
transfer the shares; and the transfer and certificate shall remain in the
custody of the Board but shall be at all reasonable times produced at the
request and expense of the transferor or transferee and their respective
representatives or any of them. A new certificate shall be delivered to the
transferee after the transfer is completed and registered on his application
for the same and when necessary a balance certificate shall be delivered to the
transferor if required by him in writing. A fee determined by the Board may be
charged for each transfer, and also for the registration of every probate,
notice, power of attorney, or document tendered for registration and shall, if
required by the Board, be paid before the registration thereof.


 


41                                  Notwithstanding the provisions of Article 53,
the Board may, in their discretion and without assigning any reasons therefor,
refuse to register a transfer of any share to any person of whom they shall not
approve as transferee. If the Board refuse to register a transfer of any


 


7

















 


share they shall within two months after the
date on which the transfer was lodged with the Company send to the transferee
notice of the refusal.


 


42                                  The Company shall keep a register in accordance
with the Statutes. The Register may be closed during such time as the Board
think fit, not exceeding in the whole thirty days in any one year.


 


43                                  In the case of the death of a member, the
survivor or survivors where the deceased was a joint holder, and the executors
or administrators of the deceased where he was a sole holder, shall be the only
persons or person recognised by the Company as having any title to or interest
in his shares; but nothing herein contained shall release the estate of a
deceased joint holder from any liability in respect of any share jointly held
by him.


 


44                                  A person entitled to shares in consequence of
the death or bankruptcy of a member shall not be entitled to receive notice of
or to attend or to vote at any meeting, or, save as aforesaid and save as
regards the receipt of such dividends as the Board shall not elect to retain,
to exercise any of the rights and privileges of a member, unless and until he
shall have been registered as the holder of the shares.


 


RESTRICTIONS ON TRANSFER AND
TRANSMISSION OF SHARES


 


45                                  A share may be transferred by a member or other
person entitled to transfer to any member selected by the transferor; but save
as aforesaid and save as provided by Article 50 or 53 hereof, no share shall be
transferred to a person who is not a member so long as any member is willing to
purchase the same at the fair value.


 


46                                  Except where the transfer is made pursuant to
Article 50 or 53 hereof the person proposing to transfer any shares
(hereinafter called the “proposing transferor”) shall give notice in writing
(hereinafter called a “transfer notice”) to the Secretary of the Company that
he desires to transfer the same. Such notice shall specify the sum he fixes as
the fair value, and shall constitute the Secretary his agent for the sale of
the shares at the price so fixed, or at the option of the purchaser
(hereinafter called the “purchasing member”), at the fair value to be fixed by
the Auditor in accordance with these Articles. A transfer notice may include
several shares and in such case shall operate as if it were a separate notice
in respect of each. A transfer notice shall not be revocable except with the
sanction of the Board.


 


47                                  If the Secretary shall within the space of twenty-eight
days after being served with a transfer notice, find a member willing to
purchase the share and shall give notice thereof to the proposing transferor,
he shall be bound upon payment of the fair value to transfer the share to the
purchasing member.


 


48                                  In case any difference arises between the
proposing transferor and the purchasing member as to the fair value of a share,
the Auditor shall, on the application of either party and at the cost of the
Company, certify in writing the sum which, in his opinion, is the Fair Value,
and such sum shall be deemed to be the Fair Value, and in so certifying the
Auditor shall be considered to be acting as an expert, and not as an arbitrator.
The “Fair Value” shall be determined by the Auditor on the following assumptions
and bases:-


 


(1)                                valuing the shares as on an arm’s-length sale between a willing seller
and a willing buyer;


 


(2)                                if the Company is then carrying on business as a going concern, on the
assumption that it will continue to do so;


 


(3)                                that the shares are capable of being transferred without restriction;


 


(4)                                valuing the shares as a rateable proportion of the total value of all
the issued shares without any premium or discount being attributable to the
percentage of the issued share capital of the Company which they represent; and


 


8

















 


(5)                                reflect any other factors which the Auditors reasonably believe should
be taken into account.


 


49                                  If in any case the proposing transferor, after
having become bound as aforesaid, makes default in transferring the share, the
Company may receive the purchase money, and shall thereupon cause the name of
the purchasing member to be entered in the Register as the holder of the share,
and shall hold the purchase money in trust for the proposing transferor. The
receipt of the Company for the purchase money shall be a good discharge to the
purchasing member, and after his name has been entered in the Register in
purported exercise of the aforesaid power, the validity of the proceedings
shall not be questioned by any person.


 


50                                  If the Secretary shall not, within the space of
twenty-eight days after being served with a transfer notice, find a person
selected as aforesaid willing to purchase the shares, and give notice in manner
aforesaid, the proposing transferor shall at any time within three calendar
months afterwards be at liberty (1) subject to Articles 41 and 54 hereof, to
sell and transfer the shares (or those not placed) to any person at a price
which shall not be less than the Fair Value; or (2) after the Lock-in Period by
notice to the Secretary and to each member (a “buy-sell notice”) require all
the other members (the “transferring members”) to transfer their shares to the
proposing transferor at a price equal to the Fair Value. The buy-sell notice
shall fix a closing date not later than 30 days after the date of the buy-sell
notice and on payment of the Fair Value on the closing date for the shares
each  transferring member shall be bound
to transfer his shares to the proposing transferor. In case of default by any
transferring member the provisions of Article 49 shall apply mutatis mutandis.


 


51                                  If any person except a person designated in
Article 53 hereof shall become entitled to any share by reason of the death of
any member and if any person shall become entitled to any share by reason of
the bankruptcy of any member then such person shall be bound forthwith to give
a transfer notice to the Secretary as hereinbefore provided and the same
results shall follow as in the case of a transfer notice voluntarily given. If
the said person shall fail to give such transfer notice then the Secretary as
his agent may give the same.


 


52                                  Every employee of the Company who is a
shareholder shall forthwith on ceasing his employment with the Company be bound
to give a transfer notice to the Secretary in respect of the shares so held by
him and should he fail to do so the Secretary as his agent may give the same.


 


53                                  A share of a deceased member may be transferred
by his executors or administrators to any child or other issue, widow or
widower of such deceased member and shares standing in the name of the trustees
of the Will of any deceased member may be transferred upon any change of
trustees to the trustees for the time being of such Will (and the restrictions
in Article 49 hereof shall not apply to any transfer authorised by this clause)
provided always that the Company shall not be bound to recognise any trust.


 


53A                        Notwithstanding any
provision to the contrary contained in these Articles, 45 to 53 inclusive shall
not apply and there shall be no restriction on the transfer of any share where
such transfer is made pursuant to, or in connection with, a Guernsey security
interest agreement relating to shares in the Company and made between as the
case may be any legal and/or beneficial owner of shares in the Company and any
lender, security trustee, security agent or other secured party under financing
made or to be made available to the Company, or to any other member of the
group of companies of which the Company is a member.


 


TAG ALONG


 


54                                  If at any time one or more Shareholders (the “Proposed Sellers”) propose to sell, in one or a series of
related transactions, a majority in nominal value of the Ordinary Shares in the
Company (a “Majority Holding”) to any person
other than pursuant to Article 45, the Proposed Sellers may only sell the
Majority Holding if they comply with the provisions of this Article 54. The
Proposed Sellers shall give written notice (the “Proposed
Sale Notice”) to the other holders of the Ordinary Shares in the
Company of such intended sale at least ten


 


9

















 


Business Days prior to the date thereof. The
Proposed Sale Notice shall set out, to the extent not described in any accompanying
documents, the identity of the proposed buyer (the “Proposed
Buyer”), the purchase price and other terms and conditions of
payment, the proposed date of sale, and the number of Shares proposed to be
purchased by the Proposed Buyer. Any other holder of Ordinary Shares in the
Company shall be entitled, by written notice given to the Proposed Sellers
within five Business Days of receipt of the Proposed Sale Notice, to be
permitted to sell all of his shares to the Proposed Buyer on the same terms and
conditions as those set out in the Proposed Sale Notice. If any other holder of
Ordinary Shares in the Company is not given the rights accorded him by the
provisions of this Article 54, the Proposed Sellers shall be required not to
complete their sale and the Company shall be bound to refuse to register any
transfer intended to carry such a sale into effect.


 


ALTERATION OF CAPITAL


 


55                                  Subject to the provisions of Article 103, the
Company may from time to time by Ordinary Resolution increase the share capital
by such sum, to be divided into shares of such amount, as the resolution shall
prescribe.


 


56                                  Any new shares shall be of such class and
amount and have such preference or priority as regards dividends or in the
distribution of assets or as to voting or otherwise over any other shares of
any class, whether then already issued or not, or be subject to such
stipulations deferring them to any other shares with regard to dividends or in
the distribution of the assets as the Company by such resolution may direct.


 


57                                  Subject to the provisions of article 103, the
Company in General Meeting may before the issue of any new shares resolve that
the same or any of them shall be offered to the members in proportion to the
existing shares held by them at such price as the said meeting, or failing the
said meeting, as the Board may fix, and such offer shall be made by notice
specifying the number of shares to which the member is entitled, and limiting a
time within which the offer, if not accepted, will be deemed to be declined;
and after the expiration of such time, or on the receipt of an intimation from
the member to whom such notice is given that he declines to accept the shares
offered, the Board may offer the same on similar terms to such of the other
shareholders as they may select including the Directors themselves or dispose
of them in such manner as they think most beneficial to the Company. For the
purpose of giving effect to this Article the Board shall whenever any offer
results in a fractional part of a share being offered to a shareholder be
entitled to disregard such fraction which shall then be sold by the Board and
the proceeds retained by the Company. In the absence of any such determination
or so far as the same shall not extend, the new shares may be dealt with as if
they formed part of the original capital and shall be subject to the provisions
herein contained with reference to the payment of calls and instalments,
transfer and transmission, forfeiture and lien, surrender and otherwise.


 


58                                  Subject to the provisions of Article 103, the
Company may by Ordinary Resolution:-


 


(1)                                    consolidate
and divide all or any of its share capital into shares of larger amount than
its existing shares;


 


(2)                                    subdivide its shares, or any of them, into
shares of smaller amount than is fixed by the Memorandum, so, however, that in
the subdivision the proportion between the amount paid and the amount, if any,
unpaid on each reduced share shall be the same as it was in the case of the
share from which the reduced share is derived and so that the resolution
whereby any share is subdivided may determine that, as between the holders of
the shares resulting from the subdivision, one or more of the shares may have
such preferred, deferred or other rights over the others as the Company has
power to attach to unissued or new shares;


 


(3)                                    cancel any shares which, at the date of the
passing of the resolution, have not been taken or agreed to be taken by any
person, and diminish the amount of its share capital by the amount of the
shares so cancelled;


 


10

















 


(4)                                    convert all or any of its fully paid shares the
nominal amount of which is expressed in a particular currency into fully paid
shares of a nominal amount of a different currency in accordance with the
Statutes.


 


59                                  The Board shall have power on any consolidation
of shares, to deal with fractions of shares in any manner it may think fit.


 


60                                  The Company may by Special Resolution reduce
its share capital, any capital redemption reserve fund or any share premium
account in any manner and with, and subject to, any incident authorised, and
consent required, by law.


 


GENERAL MEETINGS


 


61                                  The first General Meeting of the Company shall
be held within eighteen months from the date on which the Company is entitled
to commence business. Thereafter a General Meeting shall be held once at least
in each subsequent calendar year provided that there shall not be more than
fifteen months between one such meeting and the next.


 


62                                  The above mentioned General Meetings (other
than the first) shall be called Ordinary General Meetings; all other meetings
of the Company (other than the first) shall be called Extraordinary General
Meetings.


 


63                                  Any General Meeting convened by the Board,
unless the time thereof shall have been fixed by the Company in General
Meeting, or unless such General Meeting be convened in pursuance of such
requisition as is hereinafter mentioned, may be postponed by the Board by
notice in writing and the meeting shall, subject to any further postponement or
adjournment, be held at the postponed date for the purpose of transacting the
business covered by the original notice.


 


64                                  The Board may whenever it thinks fit, and shall
on the requisition in writing of one or more shareholders representing not less
than one-tenth of the issued share capital of the Company upon which all calls
or other sums then due have been paid, forthwith proceed to convene an
Extraordinary General Meeting.


 


65                                  The requisition shall be dated and shall state
the object of the meeting and shall be signed by the requisitionists and
deposited at the Office and may consist of several documents in like form each
signed by one or more of the requisitionists.


 


66                                  If the Board does not proceed to cause a
meeting to be held within twenty-one days from the date of the requisition
being so deposited, the requisitionists, or a majority of them in value, may
themselves convene the meeting, but any meeting so convened shall not be held
after three months from the date of such deposit.


 


67                                  Any meeting convened by requisitionists as
aforesaid shall be convened in the same manner, as nearly as possible, as that
in which meetings are to be convened by the Board.


 


NOTICE OF GENERAL MEETINGS


 


68                                  Not less than ten days’ notice specifying the
time and place of any General Meeting and specifying also in the case of any
special business the general nature of the business to be transacted thereat
shall be given by notice sent by post by the Secretary or other Officer of the
Company, or any other person appointed by the Board to do so, to such members
as are entitled to receive notices from the Company, provided that with the
consent in writing of all the members a meeting may be convened by a shorter
notice and in any manner they think fit. In every notice calling a General
Meeting there shall appear with reasonable prominence a statement that a member
entitled to attend and vote is entitled to appoint one or more proxies to
attend and vote instead of him and that a proxy need not also be a member.


 


11

















 


69                                  The accidental omission to give notice of any
meeting to, or the non receipt of such notice by, any member shall not
invalidate any resolution passed or proceeding had at any such meeting.


 


PROCEEDINGS AT GENERAL MEETINGS


 


70                                  The ordinary business of the Ordinary General
Meeting shall be to receive and consider the profit and loss account (if any)
and the balance sheet of the Company and the reports of the Directors and the
Auditors, to elect Directors, appoint Auditors and other Officers in the place
of those retiring, to fix the remuneration of the Directors and Auditors, to
sanction or declare dividends and to transact any business which under these
presents ought to be transacted at an Ordinary General Meeting. All other
business shall be deemed special and shall be subject to notice as hereinbefore
provided.


 


71                                  Two members present either in person or by
Attorney or by Proxy or by other duly authorised representative and holding at
least one fourth of the shares forming the issued share capital of the Company
shall be a quorum for a General Meeting.


 


72                                  If within half an hour after the time appointed
for the meeting a quorum is not present, the meeting, if convened by or upon
the requisition of members as hereinbefore provided, shall be dissolved. If
otherwise convened, it shall stand adjourned for fourteen days at the same time
and place and no notice of such adjournment need be given.


 


73                                  The members present in person and entitled to
vote shall choose one of their own number to be the Chairman at such meeting.


 


74                                  The Chairman may, with the consent of any
meeting at which a quorum is present, and shall if so directed by the meeting,
adjourn the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a meeting
is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.


 


75                                  At any General Meeting a resolution put to the
vote of the meeting shall be decided by a show of hands or by a poll at the
option of the Chairman. Nevertheless, before or on the declaration of the
result of the show of hands, a poll may be demanded:


 


(1)                                by the Chairman of the meeting; or


 


(2)                                by one member present in person or by Attorney or by Proxy and
representing at least one-tenth of the issued share capital.


 


Unless a poll be so demanded a declaration by
the Chairman that a resolution has on a show of hands been carried, or carried
unanimously, or by a particular majority, or lost and an entry to that effect
in the book containing the minutes of the proceedings of the General Meetings
of the Company shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against such resolution.
The demand for a poll may be withdrawn.


 


76                                  If a poll is demanded, it shall be taken at the
meeting at which the same is demanded, or at such other time and place as the
Chairman of the meeting shall direct, and the result of such poll shall be deemed
the resolution of the meeting.


 


77                                  The demand for a poll shall not prevent the
continuance of a meeting for the transaction of any business other than the
question on which a poll has been demanded.


 


78                                  If a poll shall be duly demanded on the election
of a Chairman or on any question of adjournment, it shall be taken at once and
in case of an equality of votes on a poll, the Chairman of the meeting at which
the poll is taken shall have a second or casting vote.


 


12

















 


79                                  Nothing in these Articles shall be construed as
a provision contrary to


 


(1)                                the passing of a resolution in writing by the
members; or


 


(2)                                the participation of a member in a meeting by
any means of communication


 


in accordance with the Statutes.


 


VOTES OF MEMBERS


 


80                                  Subject to the voting rights attached to shares
in the Company:


 


(1)                                On a
show of hands every member entitled to vote and present in person or by
Attorney or by proxy shall have one vote.


 


(2)                                On a poll every member entitled to vote and present in person or by
Attorney or by proxy shall have one vote for each share held by him, but this
provision shall be subject to the conditions with respect to any special voting
powers or restrictions for the time being attached to any shares which may be
subject to special conditions.


 


81                                  Where there are joint registered holders of any
share, such persons shall not have the right of voting individually in respect
of such share, but shall elect one of their number to represent them and to
vote whether in person or by proxy in their name. In default of such election
the person whose name stands first on the Register in respect of such share
shall alone be entitled to vote in respect thereof.


 


82                                  Any member being lunatic, idiot, or of unsound
mind, may vote by his judicial factor, curator bonis, or other legal guardian.
Any one of such persons may vote either personally or by proxy.


 


83                                  On a poll votes may be given either personally
or by proxy, and a member entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way. A proxy need not be a
member of the Company.


 


84                                  No member shall be entitled to be present or
take part in any proceedings or vote either personally or by proxy at any
General Meeting unless all calls due from him have been paid, and in every case
when a member has become bankrupt he shall not, while his bankruptcy continues,
be entitled to be present or vote at any General Meeting, and no member shall
be entitled to vote in respect of any shares that he has acquired by purchase
for pecuniary consideration unless he has been registered as owner of the
shares in respect of which he claims to vote.


 


85                                  No objection shall be raised to the
qualification of any voter except at the meeting or adjourned meeting at which
the vote objected to is given or tendered, and every vote not disallowed at
such meeting shall be valid for all purposes. Any such objection made in due
time shall be referred to the Chairman of the meeting whose decision shall be
final and conclusive.


 


86                                  The instrument appointing a proxy shall be in
writing under the hand of the appointor or of his attorney duly authorised in
writing or, if the appointor is a corporation, either under seal or under the
hand of an officer or attorney duly authorised, but no instrument appointing a
proxy shall be valid after the expiration of twelve months from the date of its
signature or execution.


 


87                                  The instrument appointing a proxy and the power
of attorney or other authority (if any) under which it is signed or a
notarially certified copy of that power or authority shall be deposited at the
Office not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote
or, in the case of a poll, not less than 24 hours before the time appointed for
the taking of the poll, and in default the instrument of proxy shall not be
treated as valid.


 


13

















 


88                                  The instrument appointing a proxy may be in any
usual or common form or in any form which the Board may approve and may include
an instruction by the appointor to the proxy either to vote for or to vote
against any resolution or resolutions to be put to the meeting or meetings at
which it is to be used.


 


89                                  The instrument appointing a proxy shall be
deemed to confer authority to demand or join in demanding a poll and shall
unless the contrary is stated thereon be as valid as well for any adjournment
of the meeting as for the meeting to which it relates.


 


90                                  A vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the previous death or
insanity of the principal or revocation of the proxy or of the authority under
which the proxy was executed, provided that no intimation in writing of such
death, insanity or revocation shall have been received by the Company at the
Office before the commencement of the meeting or adjourned meeting or the
taking of the poll at which the proxy is used.


 


91                                  Any corporation which is a member of the
Company may by resolution of its directors or other governing body authorise
such person as it thinks fit to act as its representative at any meeting of the
Company or of any class of members of the Company, and the person so authorised
shall be entitled to exercise on behalf of the corporation which he represents
the same powers (other than power to appoint a proxy) as that corporation could
exercise if it were an individual member of the Company.


 


NUMBER AND APPOINTMENT OF
DIRECTORS


 


92                                  The first Directors of the Company shall be
appointed by the subscribers to the Memorandum of Association of the Company.


 


93                                  Unless such subscribers appoint a sole Director
and until otherwise determined either by the Company in General Meeting or by
the Board the number of Directors shall be not less than two.


 


94                                  Any holder of shares representing not less than
75% of the total shares in issue and/or holders of shares representing in
aggregate at least 15% of the total shares in issue may, by notice in writing
signed on their behalf and delivered to the Company at the Office, at any time
and from time to time appoint one person to be a director or remove from office
any director so appointed.


 


95                                  The Board shall have power at any time, and
from time to time, to appoint any person to be a Director, either to fill a
casual vacancy or as an addition to the existing Directors, but so that the
total number of Directors shall not at any time exceed the number fixed by or
pursuant to these presents. Any Director so appointed shall hold office only
until the next following Ordinary General Meeting and shall then be eligible
for re-election.


 


96                                  No person other than a Director retiring at the
meeting shall, unless recommended by the Directors, be eligible for election to
the office of Director at any general meeting unless not less than ten days
before the date appointed for the meeting there shall have been left at the
Office notice in writing, signed by a member duly qualified to attend and vote
at the meeting for which such notice is given, of his intention to propose such
person for election, together with notice in writing signed by that person of
his willingness to be elected.


 


97                                  Without prejudice to the powers of the Board
under Article 93 the Company in General Meeting may (subject to Article 94)
appoint any person to be a Director either to fill a casual vacancy or as an
additional Director.


 


QUALIFICATION AND REMUNERATION
OF DIRECTORS


 


98                                  The share qualification for a Director may be
fixed by the Company in General Meeting, and unless and until so fixed no
qualification shall be required.


 


14

















 


99                                  (1)                                  The Directors shall be paid out of the funds of
the Company by way of fees, such sum or sums as shall be voted by the Company
in General Meeting. The Directors’ fees shall be deemed to accrue from day to
day.


 


(2)                                The Directors shall also be entitled to be repaid all travelling and
hotel expenses properly incurred by them in or with a view to the performance of
their duties or in attending meetings of the Board or committees of the Board
or General Meetings of the Company.


 


(3)                                If any Director, being willing, shall be called upon to render or to
perform and shall render or perform extra or special services of any kind or
shall travel or go to or reside in any country not his usual place of residence
for any business or purpose of the Company, he shall be entitled to receive
such sum as the Board may think fit for expenses and also such remuneration as
the Board may think fit, either as a fixed sum or as a percentage of profits or
otherwise, and such remuneration may, as the Board shall determine, be either
in addition to or in substitution for any other remuneration which he may be
entitled to receive.


 


ALTERNATE DIRECTORS


 


100                            Any Director may by notice in writing under his hand served upon the
Company appoint any person (whether a member of the Company or not) as an
alternate Director to attend and vote in his place at any meeting of the
Directors at which he is not personally present, or to undertake and perform
such duties and functions and to exercise such rights as such Director could
personally, and such appointment may be made generally, or specifically, or for
any period, or for any particular meeting, and with and subject to any
particular restrictions or limitations. Every such appointment shall be
effective and the following provisions shall apply in connection therewith:


 


(1)                                Every alternate Director while he holds office as such shall be entitled
to notice of meetings of the Directors and to attend and to exercise all the
rights and privileges of his appointor at all such meetings at which his
appointor is not personally present.


 


(2)                                Every such alternate Director shall ipso facto vacate office if and when
his appointment expires by effluxion of time or the Director appointing him
vacates office as a Director or removes the alternate Director from office as
such by notice in writing under his hand served upon the Company.


 


(3)                                No alternate Director shall be entitled as such to receive any
remuneration from the Company, but every alternate Director shall be entitled
to be paid all travelling, hotel and other expenses reasonably incurred by him
in exercise of the duties or privileges of his office.


 


(4)                               A Director may act as alternate Director for another Director and shall
be entitled to vote for such other Director as well as on his own account, but
no Director shall at any meeting be entitled to act as alternate Director for
more than one other Director.


 


BORROWING POWERS OF THE BOARD


 


101                            The Board may exercise all the powers of the Company to borrow money and
to mortgage or charge its undertaking, property and uncalled capital or any
part thereof and to issue debentures and other securities whether outright or
as collateral security for any debt, liability or obligation of the Company or
of any third party.


 


102                            The Board shall cause a proper register to be kept of all mortgages and
charges specifically affecting the property of the Company.


 


15
















 


OTHER POWERS AND DUTIES OF THE
BOARD


 


103                            Notwithstanding any
other provisions of these Articles, the Company will not, without Investor
Consent do, or cause to be done, any of the following:-


 


(1)                        alter its
Memorandum of Association or these Articles or its accounting reference date;
or


 


(2)                        other than as
necessary to satisfy any applications for shares made on or prior to the date
of adoption of these Articles, issue any unissued shares or create or issue any
new shares in the Company or grant options over any of its shares or other
securities; or


 


(3)                        acquire,
purchase, or subscribe for any shares, debentures, mortgages or securities (or
any interest therein) in any company, trust or any body (except for the purpose
of setting up a wholly owned subsidiary of the Company in furtherance of the
Company’s Business); or


 


(4)                        alter, increase,
reduce or redeem the authorised or issued share capital of the Company; or


 


(5)                        reorganise,
consolidate, sub-divide or convert the shares for the time being in the capital
of the Company or vary any of the rights attaching to any such shares; or


 


(6)                        make any
application for a listing of any part of the share capital of the Company on
the London Stock Exchange, the Alternative Investment Market or any other
recognised investment exchange (as defined in section 285 of the Financial
Services and Markets Act 1986) or make any arrangements for any other form of
marketing or any of its share capital (including without limitation on any
bourse or stock exchange other than the London Stock Exchange); or


 


(7)                        appoint any
committee of the Board or permit the appointment of any alternate director; or


 


(8)                        take any steps
for (i) the winding up, administration, or dissolution of the Company; or (ii)
the affairs of the Company to be declared en désastre; or (iii) the property of
the Company to be placed under the control of a Guernsey Court or otherwise to
be subject to any restraint; or


 


(9)                        take any steps to
have the Company wound up whether for the purposes of amalgamation or
reconstruction or otherwise unless a registered insolvency practitioner shall
have advised that the Company is required by applicable law to be wound up by
reason of having become insolvent; or


 


(10)                  give any
guarantee, indemnity or security in respect of the obligations of any other
person (other than any of its wholly owned subsidiaries) or permit any such
guarantee or indemnity or security to subsist or vary any such guarantee or
indemnity or security or provide any credit (other than normal trade credit on
commercially reasonable terms in the ordinary course of the Company’s business
or to any of its subsidiaries); or


 


(11)                  alter any
restriction on the powers of the Board to borrow, give guarantees or create
charges; or


 


(12)                  make any loan or
advance (other than to any of its wholly owned subsidiaries); or


 


16

















 


(13)                  establish or vary
the rules of any profit sharing, bonus or incentive scheme or any benefits
scheme; or


 


(14)                  sell the
undertaking of the Company or any substantial part thereof or sell any fixed
assets of the Company other than in the ordinary course of business; or


 


(15)                  dispose of any
share in the capital of any subsidiary of the Company; or


 


(16)                  appoint or
dismiss auditors to the Company; or


 


(17)                  carry on any
business other than the ownership and/or development of Becket House, 81-90
Cheapside/36-37 Old Jewry, London, EC2 (the “Property”);
or


 


(18)                  appoint any
person, firm or company to manage the acquisition, ownership, development and
realisation of the Property other than Hunter Property Fund Management Limited
(No. SC199327) (“HPFM”); or


 


(19)                  terminate or make
any material amendment to the terms of any Management Agreement between HPFM
and the Company; or


 


(20)                  merge or
consolidate the Company with another entity; or


 


(21)                  require that the
members invest any additional capital in the Company; or


 


(22)                  borrow any sums
secured by a deed of trust or lien against the Property; or


 


(23)                  except for
expenditures made and obligations incurred pursuant to an Operating Budget,
make any expenditure or incur any obligation by or for the Company, or approve
any such expenditure or obligation to be made or incurred by the Company, in
excess of 105% of the amount set forth in an Operating Budget therefor; or


 


(24)                  file a
voluntarily bankruptcy petition, seeking or consenting to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar
official for the Company or a substantial portion of its assets; or file a
petition or answer seeking for itself any reorganisation, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law
or regulation; or file an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the Company in any
proceeding of this nature or to take any action in furtherance of the
foregoing; or


 


(25)                  file any lawsuit,
other than lawsuits arising from the normal day-to-day operation of the
Property, such as suits to collect unpaid rent and eviction suits; or


 


(26)                  pay any
compensation to a member or an affiliate of a member, or transact with any
member or affiliate of a member, except to the extent that any payment to, or
transaction with, a member is set forth in an approved Operating Budget or
expressly authorised or approved pursuant to the terms of these Articles; or


 


(27)                  execute or
approve any agreement or contract with any person to be an agent for the
Company or to be other than an independent contractor, or which permits any
such person to sign any agreement or contract, including, without limitation,
brokerage, listing or commission agreements or service contracts, on behalf of
the Company; or


 


17

















 


(28)                  dedicate any
portion of the Property to any government or political subdivision; or


 


(29)                  approve a
management, development or leasing agreement related to the Property; or


 


(30)                  execute or
approve any agreement, contract, or arrangement, with a term of more than one
year that is not terminable with thirty (30) days notice without penalty; or


 


(31)                  assign the
Company’s rights in specific Company property for other than Company purposes;
or


 


(32)                  undertake any act
which would make it substantially impractical to carry on the ordinary business
of the Company, other than a transfer of all or substantially all of the assets
of the Company in accordance with these Articles; or


 


(33)                  confess any
judgment] against the Company; or


 


(34)                  sign or deliver
any bond, confession of judgment, indemnity bond or surety bond by or on behalf
of the Company; or]


 


(35)                  transfer or
encumber all or any part of the Property or any other Company assets the value
of which exceeds £25,000; or


 


(36)                  approve any tax
election that adversely affects a member; or


 


(37)                  cause or permit
any subsidiaries of the Company to do any of the things mentioned in paragraphs
(1) to (36) (inclusive) substituting reference to the Company with reference to
that subsidiary.


 


104                            Subject only to the terms of Article 103, the business of the Company
shall be managed by the Board who may exercise all such powers of the Company
as are not by the Statutes or by these presents required to be exercised by the
Company in General Meeting, subject, nevertheless, to any of these presents, to
the provisions of the Statutes, and to such regulations being not inconsistent
with the Statutes or these presents, as may be prescribed by the Company in
General Meeting, but no regulation made by the Company in General Meeting shall
invalidate any prior act of the Board which would have been valid if that
regulation had not been made. The general powers given by this Article shall
not be limited or restricted by any special authority or power given to the
Board by any other Article.


 


105                            The Board may arrange that any branch of the business carried on by the
Company or any other business in which the Company may be interested shall be
carried on by or through one or more subsidiary companies, and the Board may on
behalf of the Company make such arrangements as it thinks advisable for taking
the profits or bearing the losses of any branch or business so carried on or
for financing, assisting or subsidising any such subsidiary company or
guaranteeing its contracts, obligations or liabilities.


 


106                            The Board may establish any local boards or agencies for managing any of
the affairs of the Company, and may appoint any one or more of its number or
any other person or persons to be members of such local Boards, or any managers
or agents, and may fix their remuneration, and may delegate to any local board,
manager or agent any of the powers, authorities and discretions vested in the
Board, with power to sub-delegate, and may authorise the members of any local
board, or any of them, to fill any vacancies therein, and to act
notwithstanding vacancies, and any such appointment or delegation may be made
upon such terms and subject to such conditions as the Board may think fit, and
the Board may remove any person so appointed, and may annul or vary any such
delegation, but no person dealing in good faith and without notice of any such
annulment or variation shall be affected thereby.


 


18

















 


107                            The Board may from time to time and at any time by power of attorney
attested by any person duly authorised in that regard appoint any company, firm
or person or any fluctuating body of persons, whether nominated directly or
indirectly by the Board, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board under these presents) and for such
periods and subject to such conditions as they may think fit, and any such
power of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Board may think
fit and may also authorise any such attorney to sub-delegate all or any of the
powers, authorities and discretions vested in him.


 


108                            (1)                                  A Director who is in any way, whether directly
or indirectly, interested in a contract or arrangement or proposed contract or
arrangement with the Company shall disclose the nature of his interest at a
meeting of the Board. In the case of a proposed contract such disclosure shall
be made at the meeting of the Board at which the question of entering into the
contract or arrangement is first taken into consideration or, if the Director
was not at the date of that meeting interested in the proposed contract or
arrangement, at the next meeting of the Board held after he became so
interested and, in a case where the Director becomes interested in a contract
or arrangement after it is made, the said disclosure shall be made at the first
meeting of the Board held after the Director becomes so interested. For the
purpose of the foregoing, a general notice given to the Board by a Director to
the effect that he is a member of a specified company or firm and is to be
regarded as interested in any contract or arrangement which may, after the date
of the notice, be made with that company or firm, shall be deemed to be a
sufficient disclosure of interest in relation to any contract or arrangement so
made, provided that no such notice shall be of effect unless either it is given
at a meeting of the Board or the Director takes reasonable steps to secure that
it is brought up and read at the next meeting of the Board after it is given.


 


(2)                                A Director may vote in respect of any contract or arrangement in which
he is interested and be counted in the quorum present at any meeting at which
any such contract or arrangement is proposed or considered, and if he shall so
vote his vote shall be counted.


 


(3)                                A Director may hold any other office or place of profit under the
Company (other than the office of Auditor) in conjunction with his office of
Director for such period and on such terms (as to remuneration and otherwise)
as the Board may determine and no Director or intending Director shall be
disqualified by his office from contracting with the Company either with regard
to his tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, nor shall any such contract, or any contract or
arrangement entered into by or on behalf of the Company in which any Director
is in any way interested, be liable to be avoided, nor shall any Director so
contracting or being so interested be liable to account to the Company for any
profits realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relationship thereby established.


 


(4)                                Any Director may act by himself or his firm in a professional capacity
for the Company, and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director; providing that nothing
herein contained shall authorise a Director to act as Auditor of the Company.


 


109                            All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the Company, shall
be signed, drawn, accepted, endorsed or otherwise executed, as the case may be,
in such manner as the Board shall from time to time by resolution determine.


 


110                            The Board shall cause minutes to be made in books provided for the
purpose:


 


(1)                                 of all appointments of Officers made by the
Board;


 


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(2)                                of the names of the Directors present at each meeting of the Board and
of any committee of the Board; and


 


(3)                                of all resolutions and proceedings at all meetings of the Company and of
the Board and of committees of the Board.


 


111                            (1)                                  The Board may pay a gratuity, pension or
allowance on death or retirement to and may establish and maintain or procure
the establishment and maintenance of any contributory or non-contributory
pension or superannuation or life assurance funds or schemes for the benefit of
any persons:


 


(a)                                who are or were at any time in the employment or service of the Company
or of any company which is or was a holding company or subsidiary of the
Company or of any predecessor in business of any of them; or


 


(b)                               who are or were at any time Directors or Officers of the Company or of
any such other company or predecessor in business as aforesaid and holding any
salaried employment or executive office in the Company or such other company or
predecessor in business;


 


and the wives, widows, children or dependants
of any such persons. The receipt of any such gratuity, pension, or allowance
shall not disqualify any person from being or becoming a Director of the
Company.


 


(2)                                The Board may also establish and subsidise or subscribe to any
institutions, associations, clubs or funds calculated to be for the benefit of
or to advance the interests and well-being of the Company or of any such other
company as aforesaid or of any such persons as aforesaid and make payments for
or towards the insurance of any such persons as aforesaid.


 


(3)                                The Board may do any of the matters aforesaid either alone or in
conjunction with any such other company as aforesaid.


 


DISQUALIFICATION OF DIRECTORS


 


112                            The office of a Director shall, ipso facto, be vacated :


 


(1)                                 if he (not being a person holding for a fixed
term an executive office subject to termination if he cease from any cause to
be a Director) resigns his office by written notice signed by him sent to or
deposited at the Office;


 


(2)                                 if he shall have absented himself (such absence
not being absence with leave or by arrangement with the Board on the affairs of
the Company) from meetings of the Board for a consecutive period of twelve
months and the Board resolves that his office shall be vacated;


 


(3)                                if he becomes a lunatic or of unsound mind;


 


(4)                                if he becomes a bankrupt, suspends payment, compounds with his creditors
or is adjudged insolvent; or


 


(5)                                subject to the provisions of article 94, if he
is requested to resign by written notice signed by all his co-Directors.


 


(6)                                subject to the provisions of article 94, if the Company in General
Meeting shall by Ordinary Resolution declare that he shall cease to be a
Director.


 


113                            Subject to the provisions of article 94, If the Company in General
Meeting removes any Director before the expiration of his period of office it or
the Board may appoint another


 


20

















 


person to be a Director in his stead. The
person so appointed shall retain his office so long only as the Director in
whose place he is appointed would have held the same if he had not been
removed. Such removal shall be without prejudice to any claims such Director
may have for damages for breach of any contract of service between him and the
Company.


 


PROCEEDINGS OF DIRECTORS


 


114                            (1)                                  The Board may meet for the despatch of
business, adjourn, and otherwise regulate its meetings, as it thinks fit.
Questions arising at any meeting shall be decided by a majority of votes. In
case of an equality of votes, the Chairman shall have a second or casting vote.


 


(2)                                Any director or his alternate may validly participate in a meeting of
the directors or a committee of directors through the medium of conference
telephone or similar form of communication equipment provided that all persons
participating in the meeting are able to hear and speak to each other
throughout the meeting. A person so participating shall be deemed to be present
in person at the meeting and shall accordingly be counted in a quorum and be
entitled to vote. Subject to the Statutes, all business transacted in such
manner by the directors or a committee of the directors shall for the purposes
of the Articles be deemed to be validly and effectively transacted at a meeting
of the directors or of a committee of the directors notwithstanding that fewer
than two directors or alternate directors are physically present at the same
place. Such a meeting shall be deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where the chairman of
the meeting then is.


 


115                            The Board shall also determine from time to time the notice necessary
for its meetings and the persons to whom such notice shall be given.


 


116                            A meeting of the Board at which a quorum is present shall be competent
to exercise all powers and discretions for the time being exercisable by the
Board.


 


117                            The continuing Directors may act notwithstanding any vacancy in their
body, but if and so long as their number is reduced below the minimum number
fixed by or pursuant to these presents the continuing Directors or Director may
act for the purpose of increasing the number of Directors to that number, or of
summoning a General Meeting of the Company, but for no other purpose. If there
be no Directors or Director able or willing to act, then any two shareholders
may summon a General Meeting of the Company for the purpose of appointing
Directors.


 


118                            The Board may elect a Chairman of their meetings and determine the
period for which he is to hold office. If no such Chairman be elected, or if at
any meeting the Chairman be not present within five minutes after the time
appointed for holding the same, the Directors present may choose one of their
number to be Chairman of the meeting.


 


119                            The Board may delegate any of their powers, other than the powers to
borrow money (apart from temporary loans obtained from the Company’s bankers in
the ordinary course of business) or make calls, to committees consisting of
such member or members of their body as they think fit. Any committee so formed
shall in the exercise of the powers so delegated conform to any regulations
that may be imposed on it by the Board or, in the absence of any such
regulations, the regulations for the time being applicable to the Board itself.


 


120                            The quorum necessary for the transaction of the business of the Board
may be fixed by the Board, and unless so fixed shall be two except that where
the minimum number of Directors has been fixed at one pursuant to Article 92 a
Sole Director shall be deemed to form a quorum. For the purposes of this
Article an alternate appointed by a Director under Article 98 shall be counted
in a quorum at a meeting at which the Director appointing him is not present.


 


121                            A resolution in writing signed by each Director (or his alternate) for
the time being entitled to receive notice of a meeting of the Board or by all
the members of a committee for the time


 


21

















 


being shall be as valid and effectual as a
resolution passed at a meeting of the Board or, as the case may be, of such
committee duly called and constituted. Such resolution may be contained in one
document or in several documents in like form each signed by one or more of the
Directors or members of the committee concerned.


 


EXECUTIVE DIRECTOR


 


122                            (1)                                  The Board may from time to time appoint one or
more of their body to be holder of any executive office, including the office
of Managing or Joint Managing or Deputy or Assistant Managing Director, on such
terms and for such periods as they may determine.


 


(2)                                The appointment of any Director to any executive office including the
office of Managing or Joint Managing or Deputy or Assistant Managing Director
shall be subject to termination if he cease from any cause to be a Director but
without prejudice to any claim for damages for breach of any contract of
service between him and the Company.


 


(3)                                The Board may entrust to and confer upon a Director holding any executive
office any of the powers exercisable by the Board upon such terms and
conditions and with such restrictions as it thinks fit, and either collaterally
with or to the exclusion of their own powers, and may from time to time revoke,
withdraw, alter or vary all or any of such powers.


 


SECRETARY


 


123                            The Secretary shall be appointed by the Board for such term, at such
remuneration and upon such conditions as the Board may think fit; and any
secretary so appointed may be removed by the Board but without prejudice to any
claim which he may have for damages for breach of any contract of service
between him and the Company.


 


124                            Any provision of the Statutes or these presents requiring or authorising
a thing to be done by or to a Director and the Secretary shall not be satisfied
by its being done by or to the same person acting both as Director and as, or
in the place of, the Secretary.


 


THE SEAL


 


125                            The Company may have a Seal and if the Directors resolve to adopt a Seal
then the Board shall provide for the safe custody of the Seal, which shall only
be used by the authority of the Board or of a committee of the Board authorised
by the Board in that behalf, and every instrument to which the Seal shall be
affixed shall be signed by any person or persons authorised by the Board in
that behalf.


 


126                            The Board may from time to time authorise the use of an Official Seal in
such manner as the Board may at its discretion determine.


 


AUTHENTICATION OF DOCUMENTS


 


127                            Any Director or the Secretary or any person appointed by the Board for
the purpose shall have power to authenticate any documents affecting the
constitution of the Company (including the Memorandum and Articles of
Association) and any resolutions passed by the Company or the Board, and any
books, records, documents and accounts relating to the business of the Company,
and to certify copies thereof or extracts therefrom as true copies or extracts;
and where any books, records, documents or accounts are elsewhere than at the
Office, the local manager or other Officer of the Company having the custody
thereof shall be deemed to be a person appointed by the Board as aforesaid.


 


22

















 


DIVIDENDS


 


128                            The Company in General Meeting may declare dividends, but no dividend
shall exceed the amount recommended by the Board.


 


129                            No dividend shall be paid otherwise than out of the profits of the
business of the Company.


 


130                            Unless and to the extent that the rights attached to any shares or the
terms of issue thereof otherwise provide all dividends shall be declared and
paid according to the amounts paid up on the shares in respect whereof the
dividend is paid, but no amount paid up on a share in advance of calls shall be
treated for the purposes of this Article as paid up on the share and all
dividends shall be apportioned and paid pro rata according to the amounts paid
up on the share during any portion or portions of the period in respect of
which the dividend is paid; but, if any share be issued on terms providing that
it shall rank for dividend as from a particular date or for all dividends
declared after a particular date, such share shall rank for dividend
accordingly.


 


131                            The Board may from time to time declare and pay to the members such
interim dividends as appear to the Board to be justified by the position of the
Company. The Board may also declare and pay any fixed dividend which is payable
on any shares of the Company half-yearly or otherwise on fixed dates, whenever
such position, in the opinion of the Board, justifies that course.


 


132                            Subject to the provisions of the Statutes, where any asset, business or
property is bought by the Company as from a past date whether such date be
before or after the incorporation of the Company the profits and losses thereof
as from such date may at the discretion of the Directors in whole or in part be
carried to revenue account and treated for all purposes as profits and losses
of the Company. Subject as aforesaid, if any shares or securities are purchased
cum dividend or interest, such dividend or interest may at the discretion of
the Board be treated as revenue, and it shall not be obligatory to capitalise
the same or any part thereof.


 


133                            The Board may deduct from any dividend payable to any member on or in
respect of a share all sums of money (if any) presently payable by him to the
Company on account of calls or otherwise.


 


134                            The Board may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien, and may apply the same in
or towards satisfaction of the debts, liabilities or engagements in respect of
which the lien exists.


 


135                            The Board may retain the dividends payable upon shares in respect of
which any person is under the provisions as to the transmission of shares
hereinbefore contained entitled to become a member, or which any person is
under those provisions entitled to transfer, until such person shall become a
member in respect of such shares or shall transfer the same.


 


136                            With the sanction of the Company in General Meeting any dividend may be
paid wholly or in part by the distribution of specific assets and in particular
of paid-up shares, debentures or debenture stock of the Company or paid-up
shares, debentures or debenture stock of any other company, or in any one or
more of such ways. Where any difficulty arises in regard to such distribution,
the Board may settle the same as it thinks expedient and in particular may
issue fractional certificates and fix the value for distribution of such
specific assets or any part thereof and may determine that cash payments shall
be made to any members upon the footing of the value so fixed, in order to
adjust the rights of all members, and may vest any such specific assets in
trustees upon trust for the members entitled to the dividend as may seem
expedient to the Board.


 


137                            Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post to the registered
address of the holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the Register or
to such person and to such address as the holder or joint holders may in


 


23

















 


writing direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent. Any one of
two or more joint holders may give effectual receipts for any dividends,
bonuses or other moneys payable in respect of the shares held by them as joint
holders.


 


138                            No dividend or other moneys payable on or in respect of a share shall
bear interest against the Company.


 


139                            All unclaimed dividends may be invested or otherwise made use of by the
Board for the benefit of the Company until claimed, and the Company shall not
be constituted a trustee in respect thereof. All dividends unclaimed for a
period of six years after having been declared shall be forfeited and shall
revert to the Company.


 


RESERVES


 


140                            The Board may before recommending any dividend set aside out of the
profits of the Company such sums as it thinks proper as reserves which shall,
at the discretion of the Board, be applicable for any purpose to which the
profits of the Company may be properly applied and pending such application
may, at the like discretion either be employed in the business of the Company
or be invested in such investments (other than shares of the Company or its
holding company, if any) as the Board may from time to time think fit. The
Board may also without placing the same to reserve, carry forward any profits
which it may think prudent not to divide.


 


CAPITAL RESERVE


 


141                            The Board may establish a reserve to be called the ‘Capital Reserve’.
All capital appreciation realised upon or derived from the sale, realisation or
payment off of properties securities or investments or other realisations of or
dealings with the capital assets or any other sums which in the opinion of the
Board are of a capital nature shall be applied to capital purposes only and
unless forthwith appropriated to meeting realised losses on sales, realisation
or payment off of or on any change or transposition of securities, investments
or properties or other realisations of or dealings with capital assets or to
writing down properties, securities, investments, or other capital assets
(either individually or in the aggregate) shall be carried by the Board to the
credit of a capital reserve and all losses of a similar nature shall be carried
to the debit of such capital reserve. The sum carried and for the time being
standing to the credit of the capital reserve shall not in any event be
transferred to profit and loss or revenue account but may be regarded as
available for capital distribution or for making good losses on the Company’s
properties, securities and investments or for providing for depreciation in the
value of the Company’s properties, securities and investments. Any moneys for
the time being standing to the credit of the capital reserve may, at the
discretion of the Board, either be employed in the business of the Company or
be invested in such properties, investments (other than shares of the Company)
or other assets as the Board may from time to time think fit.


 


CAPITALISATION OF PROFITS


 


142                            The Company in General Meeting may, upon the recommendation of the
Board, resolve that it is desirable to capitalise any part of the amount for
the time being standing to the credit of any of the Company’s reserve accounts
or to the credit of the profit and loss account or otherwise available for
distribution and accordingly that such sums be set free for distribution
amongst the members who would have been entitled thereto if distributed by way
of dividend and in the same proportions on condition that the same be not paid
in cash but be applied either in or towards paying up any amounts for the time
being unpaid on any shares held by such members respectively or paying up in
full unissued shares or debentures of the Company to be allotted and
distributed credited as fully paid to and amongst such members in the
proportions aforesaid, or partly in the one way and partly in the other and the
Board shall give effect to such resolution.


 


24

















 


143                            Whenever such a resolution as aforesaid shall have been passed the Board
shall make all appropriations and applications of the undivided profits
resolved to be capitalised thereby, and all allotments and issues of fully-paid
shares or debentures, if any, and generally shall do all acts and things
required to give effect thereto, with full power to the Board to make such
provision by payment in cash, or otherwise as it thinks fit for the case of
shares or debentures becoming distributable in fractions, and also to authorise
any person to enter on behalf of all members entitled thereto into an agreement
with the Company providing for the allotment to them respectively, credited as
fully paid, of any further shares or debentures to which they may be entitled
upon such capitalisation, or (as the case may require) for the payment up by
the Company on their behalf by the application thereto of their respective
proportions of the profits resolved to be capitalised, of the amounts or any
part of the amounts remaining unpaid on their existing shares, and any
agreement made under such authority shall be effective and binding on all such
members.


 


ACCOUNTS


 


144                            The Board shall cause proper books of account to be kept with respect to
all the transactions, assets and liabilities of the Company in accordance with
the Statutes and with accounting principles generally accepted and consistently
applied on such basis as will, in the opinion of the Auditors, be most
advantageous to the Company. The books and records shall include the
designation and identification of any property in which the Company owns a
beneficial interest.


 


145                            The books of account shall be kept at the Office or at such other place
or places as the Board shall think fit, and shall at all times be open to the
inspection of the Directors and the members, but no person, other than a
Director or member or Auditor or an Officer, Clerk, Accountant, or other person
whose duty requires and entitles him to do so, shall be entitled to inspect the
books, accounts, documents or writings of the Company, except as provided by
the Statutes or authorised by the Board or by the Company in General Meetings.


 


146                            A balance sheet and profit and loss account shall be made out and laid
before the Company at its Ordinary General Meeting in each year, and such
balance sheet and profit and loss account shall contain a general summary of
the assets and liabilities of the Company. The balance sheet and profit and
loss account shall be accompanied by a report of the Directors as to the state
and condition of the Company, as to the amount (if any) which they recommend to
be paid by way of dividend to the members, and the amount (if any) which they
have carried or propose to carry to reserve. The report and balance sheet and
profit and loss account shall be signed on behalf of the Board by at least two
of the Directors of the Company, and the Auditors’ report shall be attached to
the balance sheet and profit and loss account, or there shall be inserted at
the foot of the balance sheet and profit and loss account a reference to the
report. The Auditors’ report shall be read at the Ordinary General Meeting.


 


147                            A copy of every balance sheet and of all documents annexed thereto,
including the reports of the Directors and the Auditors, shall, at least ten
days before the meeting, be served on each of the registered holders of shares
in the manner in which notices are hereinafter directed to be served and on all
holders of debentures and on the Auditors.


 


AUDIT


 


148                            Subject to the Statutes the Company may elect to become an unaudited
company. Whilst the Company continues as an unaudited company the provisions of
these Articles in so far as they relate to the appointment of Auditors the
duties of Auditors and to the report of Auditors shall be suspended and cease
to have effect.


 


149                            If an appointment of Auditors is not made at an Ordinary General
Meeting, the Court may, on the application of any member of the Company appoint
an Auditor of the Company for the current year and fix the remuneration to be
paid to him by the Company for his services.


 


150                            A Director or Officer of the Company shall not be capable of being
appointed as an Auditor of the Company.


 


25

















 


151                            A person, other than a retiring Auditor, shall not be capable of being
appointed Auditor at an Ordinary General Meeting unless notice of an intention
to nominate that person to the office of Auditor has been given by a member to
the Company not less than fourteen days before the Ordinary General Meeting and
the Board shall send a copy of any such notice to the retiring Auditor and
shall give notice thereof to the members not less than seven days before the
Ordinary General Meeting. Provided that if, after a notice of the intention to
nominate an Auditor has been so given, an Ordinary General Meeting is called
for a date fourteen days or less after such notice has been given, the
requirements of this provision as to time in respect of such notice shall be
deemed to have been satisfied and the notice to be sent or given by the Company
may, instead of being sent or given within the time required by this Article,
be sent or given at the same time as the notice of the Ordinary General
Meeting.


 


152                            The first Auditors of the Company shall be appointed by the Board before
the first General Meeting, and they shall hold office until the first Ordinary
General Meeting unless previously removed by a resolution of the Company in
General Meeting, in which case the members at such meeting may appoint
Auditors.


 


153                            The Board may fill any casual vacancy in the office of Auditor, but
while any such vacancy continues the surviving or continuing Auditor or
Auditors (if any) may act.


 


154                            The remuneration of the Auditors shall be fixed by the Company in
General Meeting or in such manner as the Company may determine except that the
remuneration of any Auditors appointed by the Directors shall be fixed by the
Directors.


 


155                            Every Auditor shall have a right of access at all times to the books and
accounts and vouchers of the Company and as regard books, accounts and vouchers
of which the originals are not readily available shall be entitled to rely upon
copies thereof or extracts therefrom certified by the Company’s
representatives, and shall be entitled to require from the Board and the
Officers of the Company such information and explanations as may be necessary
for the performance of the duties of the Auditors, and the Auditors shall make
a report to the members on the accounts examined by them, and on every balance
sheet and profit and loss account laid before the Company in General Meeting
during their tenure of office, and the report shall state:


 


(1)                                 whether or not they have obtained all the
information and explanations they have required; and


 


(2)                                whether in their opinion the balance sheet and profit and loss account
referred to in the report is drawn up in conformity with the Statutes; and
whether in their opinion such balance sheet and profit and loss account
exhibits a true and fair view of the state of the Company’s affairs and the
profit and loss of the Company for that financial year.


 


156                            Any Auditor shall, on quitting office, be eligible for re-election.


 


NOTICES


 


157                            A notice may be given by the Company to any member either personally or
by sending it by post in a prepaid letter addressed to such member at his
registered address or, if he desires that notices shall be sent to some other
address or person, to the address or person supplied by him to the Company for
the giving of notices to him.


 


158                            Any notice or other document, if served by post, shall be deemed to have
been served in the case of a meeting on the day next following that on which
the same was posted, and in any other case at the time at which the notice
would be delivered in the ordinary course of post. In proving such service it
shall be sufficient to prove that the notice or document was properly
addressed, stamped and posted.


 


26

















 


159                            A notice may be given by the Company to the joint holders of a share by
giving the notice to the joint holder first named in the Register in respect of
the share.


 


160                            Any notice or document delivered or sent by post to or left at the
registered address of any member shall, notwithstanding the death, bankruptcy,
lunacy, incapacity or disability of such member, and whether the Company has
notice thereof, be deemed to have been duly served in respect of any share
registered in the name of such member as sole or joint holder, and such service
shall for all purposes be deemed a sufficient service of such notice or
document on all persons interested (whether jointly with or as claiming through
or under him) in any such share.


 


WINDING UP


 


161                            (1)                                  If the Company shall be wound up, whether
voluntarily or otherwise, the Liquidator may, with the sanction of an
Extraordinary Resolution, divide among the members in specie any part of the
assets of the Company, and may with the like sanction vest any part of the
assets of the Company in trustees upon such trusts for the benefit of the
members as the Liquidator with the like sanction shall think fit.


 


(2)                                If thought expedient, subject to the obtaining of any necessary consents
or sanctions, any such division may be otherwise than in accordance with the
then existing rights of the members and in particular any class may be given
preferential or special rights, or may be excluded altogether or in part, but
in default of any such provision the assets shall, subject to the rights of the
holders of shares issued with special rights or privileges or on special
conditions, be distributed rateably according to the amount paid up on the shares.


 


(3)                                In case any of the shares to be divided as aforesaid involve a liability
to calls or otherwise, any person entitled under such division to any of the
said shares, may, within fourteen days after the passing of the Extraordinary
Resolution, by notice in writing direct the Liquidator to sell his proportion
and pay him the net proceeds and the Liquidator shall, if practicable, act
accordingly.


 


INDEMNITY


 


162                            The Directors, Managing Directors, Managers, Agents, Auditors, Secretary
and other Officers or servants for the time being of the Company, and the
Trustees (if any) for the time being acting in relation to any of the affairs
of the Company and every of them, and every of their heirs and executors, shall
be indemnified and secured harmless out of the assets and profits of the
Company from and against all actions, costs, charges, losses, damages, and
expenses, which they or any of them, their or any of their heirs or executors
shall or may incur or sustain by reason of any contract entered into or any act
done, concurred in, or omitted in or about the execution of their duty or
supposed duty in their respective offices or trusts, except such (if any) as
they shall incur or sustain by or through their own wilful act, neglect or
default respectively, and none of them shall be answerable for the acts,
receipts, neglects, or defaults of the other or others of them, or for joining
in any receipt for the sake of conformity, or for any bankers or other person
with whom any moneys or effects belonging to the Company shall or may be lodged
or deposited for safe custody, or for any bankers, brokers, or other persons
into whose hands any money or assets of the Company may come, or for any
defects of title of the Company to any property purchased, or for insufficiency
or deficiency of or defect of title of the Company to any security upon which
any moneys of or belonging to the Company shall be placed out or invested, or
for any loss, misfortune or damage resulting from any such cause as aforesaid,
or which may happen in the execution of their respective offices or trusts, or
in relation thereto, except the same shall happen by or through their own
wilful act, neglect or default respectively.


 


163                            The directors may exercise all the powers of the Company to purchase and
maintain for any director, auditor or other officer (including former directors
and other officers) or any other person insurance against any liability for
negligence, default, breach of duty or breach of trust or any other liability
which may lawfully be insured against.


 


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INSPECTION OF REGISTERS ETC


 


164                            The Board shall from time to time determine whether, and to what extent,
and at what times and places, and under what conditions or regulations, the
accounts and books of the Company (all or any and which of them) shall be open
to inspection, and no member shall have any right of inspecting any account or
book or document of the Company, except as conferred by the Statutes or
authorised by the Board or by a resolution of the members in General Meeting.
Until otherwise determined the right so to inspect shall be exercisable only
after three clear days’ notice in writing shall have been served on the
Company.


 


REIT PROHIBITED TRANSACTIONS


 


165                            The Company does not currently engage in any activities or hold any
assets that would constitute or result in the occurrence of a REIT Prohibited
Transaction as defined herein. Notwithstanding anything to the contrary
contained in these Articles, during the time BH Entity is a member of the
Company, neither the Company, the Board, nor any other member shall take or
refrain from taking any action which, or the effect of which, would constitute
or result in the occurrence of a REIT Prohibited Transaction by the Company or
any subsidiary thereof as set out below:-


 


(1)                                 Entering into any lease or permitting any
sublease that provides for rent based in whole or in part on the income or
profits of any person, excluding for this purpose a lease that provides for
rent based in whole or in part on a fixed percentage or percentages of gross
receipts or gross sales of any person without reduction for any sublessor
costs;


 


(2)                                 Leasing personal property, excluding for this
purpose a lease of personal property that is entered into in connection with a
lease of real property where the rent attributable to the personal property is
less than 15% of the total rent provided for under the lease;


 


(3)                                 Acquiring or holding any debt investments
unless (i) the amount of interest income received or accrued by the Company
under such loan does not, directly or indirectly, depend in whole or in part on
the income or profits of any person; and (ii) the debt is duly secured by
mortgages on real property or on interests in real property;


 


(4)                                 Acquiring or holding, directly or indirectly,
more than 10% of the outstanding securities of any one issuer (by vote or
value) other than an entity which either (i) has properly elected to be taxable
as a partnership for United States federal income tax purposes by filing IRS
Form 8832; or (ii) has properly elected to be a “taxable REIT subsidiary” of
REIT by jointly filing with REIT IRS Form 8875. For the avoidance of doubt, the
Company and the members acknowledge that any such election on IRS Form 8832
and/or on IRS Form 8875 made under this Article 165(4) will be effective for
United States federal income tax purposes only;


 


(5)                                 Making an election or taking any action or
failing to take any action that would cause the Company or any subsidiary or
affiliate of the Company to be treated as (i) an entity that is not classified
as a partnership for US federal income tax purposes; or (ii) a publicly traded
partnership as defined in Section 7704 of the Code;


 


(6)                                 Entering into any agreement where the Company
received amounts, directly or indirectly, for rendering services to the tenants
of any Property other than (i) amounts received for services that are
customarily furnished or rendered in connection with the rental of real
property of a similar class in the geographic areas in which the Property is
located where such services are either provided by (A) an Independent
Contractor (as defined in Section 856(d)(3) of the Code) who is adequately
compensated for such services and from which the Company does not, directly or
indirectly, derive revenue; or (B) a taxable REIT subsidiary of REIT who is
adequately compensated for such service; or (ii) amounts received for services
that are customarily furnished


 


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or rendered in connection with the rental of
space for occupancy only (as opposed to being rendered primarily for the
convenience of the Company’s tenants);


 


(7)                                 Entering into any agreement where a material
amount of income received or accrued by the Company under such agreement,
directly or indirectly, does not qualify as either (i) “rents from real
property”; or (ii) “interest on obligations secured by mortgages on real
property or on interests in real property,” in each case as such terms are
defined in Section 856(c) of the Code;


 


(8)                                 Holding cash of the Company available for
operations or distribution in any manner other than a traditional bank checking
or savings account; or


 


(9)                                 Selling or disposing of any Property,
subsidiary or other asset of the Company prior to the completion of a four (4)
year holding period with such period to begin on the date the Company acquires
a direct or indirect interest in such Property, subsidiary or asset. Notwithstanding
the foregoing, the Company can sell or dispose of any such Property, subsidiary
or asset on prior written notice to BH Entity, such written notice to occur no
later than 120 days prior to the Company entering into any written contract for
any such sale or disposition.


 


166                            Notwithstanding the foregoing Article 165 above, the Company may enter
into a REIT Prohibited Transaction if it receives the prior written approval of
BH Entity specifically acknowledging that BH Entity is approving a REIT
Prohibited Transaction pursuant to these Articles.


 


US FILING


 


167                            The Company and any subsidiary shall timely file IRS Form 8832 electing
to be treated as a partnership or disregarded entity for US federal income tax
purposes effective as of (i) the admission of BH Entity as a Shareholder; and
(ii) the formation or acquisition of such subsidiary entity by the Company. The
Company shall jointly file IRS Form 8875, a taxable REIT subsidiary election,
with and with respect to the REIT on the election of BH Entity, and
concurrently with any such IRS Form 8875, a second IRS Form 8832 electing
corporate status. For the avoidance of doubt, the Company and the members
acknowledge that any such election on IRS Form 8832 and/or IRS Form 8875 made
under this Article 167 will be effective for United States federal income tax
purposes only.


 


168                            The Company and each of its members has been advised that the parent
company of BH Entity is an entity that sells securities, maintains U.S. GAAP
audited financial statements and/or is publicly registered with the Units
States Securities and Exchange Commission (“SEC”). As a
result, such parent company is subject to GAAP financial statement requirements
and other reporting requirements. These requirements include but are not
limited to quarterly and annual financial reporting (including the reports for
public companies on Form 10-Q and Form 10-K and reporting under Rules 3-05,
3-09 or 3-14 of Regulation S-X). In addition, certain accounting requirements
may dictate that BH Entity or its parent company report the Company and/or the
Property as a subsidiary of BH Entity or its parent company. Therefore,
notwithstanding anything contained herein to the contrary, the Company shall
cause to be provided to BH Entity such information in the possession of the
Company or within its control as BH Entity requires in order to consolidate,
audit and/or review financial statements of the Company or the Property for the
applicable reporting periods.


 


FAILURE TO MAKE ADDITIONAL CAPITAL CONTRIBUTIONS


 


169                            If a member fails to timely contribute all or any portion of any
Additional Capital Contribution required of such member, then such member shall
be considered a “Delinquent member”. The Company may, upon notice to a
Delinquent member, permit the non-Delinquent member(s) to advance that portion
of the Additional Capital Contribution that is in default as a loan (a “Default
Loan”) to the Company with the following results: (A) the sum thus advanced
shall constitute a loan to the Delinquent member for which the Delinquent
member will pledge


 


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its interests in the Company as security for
such loan; (B) such loan and all accrued unpaid interest thereon shall be due
twelve (12) months after such advance is made; (C) the loan shall bear interest
at the lesser of twelve percent (12%) per annum or the highest rate permitted
by applicable law, from the date made until the date fully repaid compounding
monthly; (D) as the sole source of repayment of the Default Loan, Company
distributions and other payments that otherwise would be made to the Delinquent
member (whether before or after dissolution of the Company) under this
Agreement shall be paid to the non-Delinquent member(s) until the loan and all
interest accrued thereon is paid in full (with all such payments being applied
first to accrued and unpaid interest and then to principal and being deemed to
be a distribution or payment (as may apply) to the Delinquent member, and, in
turn, a payment by the Delinquent member with respect to the loan from the
non-Delinquent member).


 


170                            Operating Budget


 


The Company shall operate under annual
Operating Budgets which the Board shall cause to  be prepared and approved by Investor Consent.


 


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