Common use of Claims; Value of Collateral Clause in Contracts

Claims; Value of Collateral. (a) Any claims by an Indemnified Party for indemnification under the Contribution Agreement shall be made in accordance with Section 8.1 of the Contribution Agreement. On or prior to the first (1st) anniversary of the Closing (the “Survival Period”), an Indemnified Party may give written notice (each a “Claim Notice”) to the Pledgor of any Loss that is subject to indemnification under Section 8.1 of the Contribution Agreement (each a “Claim”). Pledgor and Pledgee shall use commercially reasonable efforts to resolve any Claim within thirty (30) days of issuance of the applicable Claim Notice. Any Claim that has not been resolved to the mutual satisfaction of Pledgor and Pledgee shall be referred to hereunder as an “Outstanding Claim”. The amount required to satisfy any Claim shall be disclosed in the Claims Notice, as estimated by the Independent Directors (as defined below) in their reasonable discretion, and same shall be binding on Pledgor unless manifestly erroneous (such amount(s) being referred to, individually and collectively, as the “Estimated Claims Amount”). (b) The value of Collateral (the “Value”) shall be determined as follows: (i) with respect to Collateral consisting of the REIT Shares, an amount equal to ten percent (10%) of the aggregate monetary value of the REIT Shares (determined by the Share Price on the Closing Date); (ii) for all other non-cash (or non-cash equivalent) Collateral, the fair market value of such Collateral as determined by the independent directors of the Pledgee who meet the New York Stock Exchange standards of independence for directors, as determined by the board of directors of the Pledgee (the “Independent Directors”).

Claims; Value of Collateral. (a) Any claims by an Indemnified Party for indemnification under the Contribution Membership Interest Purchase Agreement shall be made in accordance with Section 8.1 8.3 of the Contribution Membership Interest Purchase Agreement. On or prior to the first (1st) anniversary of the Closing (the “Survival Period”), an Indemnified Party may give written notice (each a “Claim Notice”) to the Pledgor of any Loss that is subject to indemnification under Section 8.1 8.3 of the Contribution Membership Interest Purchase Agreement (each a “Claim”). Pledgor and Pledgee shall use commercially reasonable efforts to resolve any Claim within thirty (30) days of issuance of the applicable Claim Notice. Any Claim that has not been resolved to the mutual satisfaction of Pledgor and Pledgee shall be referred to hereunder as an “Outstanding Claim”. The amount required to satisfy any Claim shall be disclosed in the Claims Notice, as estimated by the Independent Directors (as defined below) in their reasonable discretion, and same shall be binding on Pledgor unless manifestly erroneous (such amount(s) being referred to, individually and collectively, as the “Estimated Claims Amount”). (b) The value of Collateral (the “Value”) shall be determined as follows: (i) with respect to Collateral consisting of the REIT Shares, an amount equal to ten percent (10%) of the aggregate monetary value of the REIT Shares (determined by the Share Price share price on the Closing Date); (ii) for all other non-cash (or non-cash equivalent) Collateral, the fair market value of such Collateral as determined by the independent directors of the Pledgee REIT Parent who meet the New York Stock Exchange standards of independence for directors, as determined by the board of directors of the Pledgee REIT Parent (the “Independent Directors”).

Claims; Value of Collateral. (a) Any claims by an Indemnified Party for indemnification under the Contribution Membership Interest Purchase Agreement shall be made in accordance with Section 8.1 of the Contribution Membership Interest Purchase Agreement. On or prior to the first (1st) anniversary of the Closing (the “Survival Period”), an Indemnified Party may give written notice (each a “Claim Notice”) to the Pledgor of any Loss that is subject to indemnification under Section 8.1 of the Contribution Membership Interest Purchase Agreement (each a “Claim”). Pledgor and Pledgee shall use commercially reasonable efforts to resolve any Claim within thirty (30) days of issuance of the applicable Claim Notice. Any Claim that has not been resolved to the mutual satisfaction of Pledgor and Pledgee shall be referred to hereunder as an “Outstanding Claim”. The amount required to satisfy any Claim shall be disclosed in the Claims Notice, as estimated by the Independent Directors (as defined below) in their reasonable discretion, and same shall be binding on Pledgor unless manifestly erroneous (such amount(s) being referred to, individually and collectively, as the “Estimated Claims Amount”). (b) The value of Collateral (the “Value”) shall be determined as follows: (i) with respect to Collateral consisting of the REIT Shares, an amount equal to ten percent (10%) of the aggregate monetary value of the REIT Shares (determined by the Share Price share price on the Closing Date); (ii) for all other non-cash (or non-cash equivalent) Collateral, the fair market value of such Collateral as determined by the independent directors of the Pledgee REIT Parent who meet the New York Stock Exchange standards of independence for directors, as determined by the board of directors of the Pledgee REIT Parent (the “Independent Directors”).

Claims; Value of Collateral. (a) Any claims by an Indemnified Party for indemnification under the with respect to a Contribution Agreement Secured Obligation shall be made in accordance with Section 8.1 Article 3 of Exhibit C to the Contribution Agreement and this Agreement. On or prior to the first (1st) anniversary of the Closing (the “Survival Period”), an Indemnified Party may give written notice (each a “Claim Notice”) to the Escrow Agent and the Pledgor of any Loss that is subject to indemnification under Article 3 to Exhibit C of the Contribution Agreement. (b) Any claims by an Indemnified Party with respect to a Novation Secured Obligation shall be made in accordance with Section 8.1 2.6(b)(iv) of the Contribution Agreement (each and this Agreement. During the Survival Period, an Indemnified Party may give a “Claim”). Claim Notice to the Escrow Agent and the Pledgor and Pledgee shall use commercially reasonable efforts of any obligation to resolve any Claim within thirty (30deliver rents to the Operating Partnership pursuant to Section 2.6(b)(iv)(c) days of issuance of the applicable Claim Notice. Any Claim Contribution Agreement that has not been resolved to the mutual satisfaction of Pledgor and Pledgee shall be referred to hereunder as an “Outstanding Claim”. The amount required to satisfy any Claim shall be disclosed in the Claims Notice, as estimated satisfied by the Independent Directors (as defined below) in their reasonable discretionPledgor, and same shall be binding on Pledgor unless manifestly erroneous (such amount(s) being referred to, individually and collectively, as the “Estimated Claims Amount”)CMI or Western Devcon. (bc) The value of Collateral (the “Value”) shall be determined as follows: (i) with respect to Collateral consisting of the REIT SharesOP Units, an amount equal to ten percent (10%) the initial public offering price of shares of the aggregate monetary value of the REIT Shares (determined Company’s common stock multiplied by the Share Price on the Closing Date)number of OP Units; and (ii) for all other non-cash (or non-cash equivalent) Collateral, the fair market value of such Collateral as determined by the independent directors of the Pledgee Company who meet the New York Stock Exchange standards of independence for directors, as determined by the board Board of directors Directors of the Pledgee Company (the “Independent Directors”).