Notwithstanding anything contained herein to the contrary or in the Credit Agreement, Agent shall not acquire or take any other action with respect to the interests of Pledgor or Stockholders (i) to the extent that such acquisition or such other action constitutes a non-exempt “prohibited transaction” (as such term is defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA) or (ii) to the extent that such action causes the Pledgor to no longer qualify as a REIT.