12-208.

EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE GOVERNING
INSTRUMENT OF A BUSINESS TRUST, THE TRUSTEES SHALL CHOOSE AND SUPERVISE
THE OFFICERS, MANAGERS, EMPLOYEES, AND OTHER PERSONS OF THE BUSINESS
TRUST.

SUBTITLE 3. BENEFICIAL OWNERS.

12-301.

(A) (1) A CONTRIBUTION OF A BENEFICIAL OWNER TO THE BUSINESS
TRUST MAY BE IN CASH, PROPERTY, OR SERVICES RENDERED, OR A PROMISSORY
NOTE OR OTHER OBLIGATION TO CONTRIBUTE CASH OR PROPERTY OR TO PERFORM
SERVICES.

(2) A PERSON MAY BECOME A BENEFICIAL OWNER OF A BUSINESS
TRUST AND MAY RECEIVE A BENEFICIAL INTEREST IN A BUSINESS TRUST WITHOUT
MAKING A CONTRIBUTION OR BEING OBLIGATED TO MAKE A CONTRIBUTION TO THE
BUSINESS TRUST.

(B) (1) EXCEPT AS PROVIDED IN THE GOVERNING INSTRUMENT, A
BENEFICIAL OWNER IS OBLIGATED TO THE BUSINESS TRUST TO PERFORM ANY
PROMISE TO CONTRIBUTE CASH OR PROPERTY OR TO PERFORM SERVICES, EVEN IF
THE BENEFICIAL OWNER IS UNABLE TO PERFORM BECAUSE OF DEATH, DISABILITY,
OR ANY OTHER REASON.

(2) SUBJECT TO THE PROVISIONS OF PARAGRAPH (3) OF THIS
SUBSECTION, IF A BENEFICIAL OWNER DOES NOT MAKE THE REQUIRED
CONTRIBUTION OF PROPERTY OR SERVICES, THE BENEFICIAL OWNER IS OBLIGATED
AT THE OPTION OF THE BUSINESS TRUST TO CONTRIBUTE CASH EQUAL TO THAT
PORTION OF THE AGREED VALUE, AS STATED IN THE RECORDS OF THE BUSINESS
TRUST, OF THE CONTRIBUTION THAT HAS NOT BEEN MADE.

(3) THE OPTION PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION
SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER RIGHTS, INCLUDING
THE RIGHT TO SPECIFIC PERFORMANCE, THAT THE BUSINESS TRUST MAY HAVE
AGAINST THE BENEFICIAL OWNER UNDER THE GOVERNING INSTRUMENT OR
APPLICABLE LAW.

(C) (1) A GOVERNING INSTRUMENT MAY PROVIDE THAT THE INTEREST OF
ANY BENEFICIAL OWNER WHO FAILS TO MAKE ANY CONTRIBUTION THAT THE
BENEFICIAL OWNER IS OBLIGATED TO MAKE SHALL BE SUBJECT TO SPECIFIC
PENALTIES FOR, OR SPECIFIED CONSEQUENCES OF, THE FAILURE.

(2) THE PENALTY OR CONSEQUENCE MAY TAKE THE FORM OF:

(I) REDUCING OR ELIMINATING THE DEFAULTING BENEFICIAL
OWNER'S PROPORTIONATE INTEREST IN THE BUSINESS TRUST, SUBORDINATING
THE BENEFICIAL OWNER'S INTEREST TO THAT OF NONDEFAULTING BENEFICIAL
OWNERS;