Common use of Claims; Value of Collateral Clause in Contracts

Claims; Value of Collateral. (i) Subject to Section 3.6 of Exhibit D to the Contribution Agreement, on or prior to the date which is one year after the Closing (the "Survival Period"), an Indemnified Party may give notice (a "Claim Notice") to one or more of the Pledgors of any liability or claim incurred by or asserted against the Indemnified Party which is subject to indemnification under Article 3 of Exhibit D to the Contribution Agreement. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification, the Indemnified Party shall give a Claim Notice thereof to the Pledgors, including liabilities or claims to be applied against the indemnification baskets established pursuant to Section 3.6 of Exhibit D to the Contribution Agreement. The Indemnified Party may at its option demand indemnity as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Pledgors. The Indemnified Party shall permit the Pledgors, at the Pledgors' option and expense, to assume the defense of any such claim by counsel selected by the Pledgors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; PROVIDED, HOWEVER, that the Indemnified Party may at all times participate in such defense at its expense; and PROVIDED FURTHER, HOWEVER, that Pledgors shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party and its affiliates a release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which is paid in full by the Pledgors. If the Pledgors shall fail to undertake such defense within 30 days after such notice, or within such shorter time as may be reasonable under the circumstances or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Pledgors at the Pledgors' sole cost and expense; PROVIDED, HOWEVER, that the Pledgors will not be obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without the Pledgors' prior written consent, which consent shall not be unreasonably withheld. (ii) The value of Collateral (the "Value") shall be determined as follows: (i) with respect to Collateral consisting of the Pledged Units or other Partnership Interests, an amount equal to the initial public offering price of shares of the Company's common stock multiplied by the number of shares for which such Collateral is potentially exchangeable; and (ii) for all other Collateral, the fair market value of such Collateral as determined by the Independent Directors of the Company.

Claims; Value of Collateral. (ia) Subject to Section 3.6 3.4 of Exhibit D to the Contribution Agreement, on or prior to the date which is one year after the Closing (the "“Survival Period"”), an Indemnified Party may give notice (a "“Claim Notice"”) to one or more of the Pledgors of any liability or claim incurred by or asserted against the Indemnified Party which is subject to indemnification under Article 3 Section 3.4 of Exhibit D to the Contribution Agreement. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification, the Indemnified Party shall give a Claim Notice thereof to the Pledgors, including liabilities or claims to be applied against the indemnification baskets established pursuant to Section 3.6 3.4 of Exhibit D to the Contribution Agreement. The Indemnified Party may at its option demand indemnity as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Pledgors. The Indemnified Party shall permit the Pledgors, at the Pledgors' ’ option and expense, to assume the defense of any such claim by counsel selected by the Pledgors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; PROVIDEDprovided, HOWEVERhowever, that the Indemnified Party may at all times participate in such defense at its expense; and PROVIDED FURTHERprovided further, HOWEVERhowever, that Pledgors shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party and its affiliates Affiliates a release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which is paid in full by the Pledgors. If the Pledgors shall fail to undertake such defense within 30 thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Pledgors at the Pledgors' ’ sole cost and expense; PROVIDEDprovided, HOWEVERhowever, that the Pledgors will not be obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without the Pledgors' ’ prior written consent, which consent shall not be unreasonably withheld. (iib) The value of Collateral (the "“Value"”) shall be determined as follows: (i) with respect to Collateral consisting of the Pledged Units or other Partnership Interests, an amount equal to the initial public offering price of shares of the Company's ’s common stock multiplied by the number of shares for which such Collateral is potentially exchangeable; and (ii) for all other Collateral, the fair market value of such Collateral as determined by the Independent Directors of the Company.

Claims; Value of Collateral. (ia) Subject to Section 3.6 6 of Exhibit D to the Contribution Representations Agreement, on or prior to the date on which is one year after the Closing (the "Survival Period")Period terminates, an Indemnified a Covered Party may give notice (a "Claim Notice") to one or more of the Pledgors of any liability or claim incurred by or asserted Claim it may have against the Indemnified Pledgor(s), or any claim against the Covered Party which is subject it reasonably believes may result in a Claim against the Pledgor(s) under Section 4 of the Representations Agreement, specifying in reasonable detail the nature and dollar amount of any such Claim. A Pledgor shall be deemed to indemnification under Article 3 have accepted a Claim if it does not give a Response Notice (as hereinafter defined) with respect thereto within 30 days following receipt of Exhibit D the Claim Notice. In the event that any Pledgor objects to any Claim and provides a written response (a "Response Notice") to such Covered Party within 30 days following receipt of the Claim Notice, which Response Notice describes in reasonable detail such Pledgor's objection to the Contribution Agreement. As soon Claim (whether as reasonably practicable after receipt by to the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnificationfacts giving rise thereto, the Indemnified amount thereof, or otherwise) and, if applicable, providing a recalculation of the amount thereof, such Covered Party and such Pledgor shall give a Claim meet within ten days of the Covered Party's receipt of the Response Notice thereof to the Pledgors, including liabilities or claims to be applied against the indemnification baskets established pursuant to Section 3.6 of Exhibit D to the Contribution Agreement. The Indemnified Party may at its option demand indemnity as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall discuss and negotiate in good faith determine the Claim and such Pledgor's objection thereto. In the event that such claim meeting is not frivolous and that the Indemnified Party may be liable forheld or, if held, no resolution or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Pledgors. The Indemnified Party shall permit the Pledgors, at the Pledgors' option and expense, to assume the defense of any such claim by counsel selected by the Pledgors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; PROVIDED, HOWEVER, that the Indemnified Party may at all times participate in such defense at its expense; and PROVIDED FURTHER, HOWEVER, that Pledgors shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party and its affiliates a release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which compromise is paid in full by the Pledgors. If the Pledgors shall fail to undertake such defense reached within 30 days after of such notice, or within such shorter time as may be reasonable under the circumstances or as required by applicable lawmeeting, then at the Indemnified election of either such Covered Party or such Pledgor the dispute regarding the Claim shall be submitted to and determined by the U.S. District Court for the Southern District of California or, if such court does not have jurisdiction over such dispute, such dispute shall be submitted to and determined by the right Circuit Court of Los Angeles County, California. A Claim is successful and is deemed to undertake be a Secured Obligation on the defense, compromise earliest to occur of: (i) the date on which the relevant Pledgor(s) accepts such Claim pursuant to the second sentence of this paragraph (a) or settlement otherwise; (ii) on the date the relevant Pledgor(s) and Covered Party agree on the amount of such liability Claim; or claim on behalf (iii) 30 days after a final adjudication of and for the account of Pledgors at the relevant Pledgor's or Pledgors' sole cost and expense; PROVIDED, HOWEVER, liability with respect to such Claim (which shall mean that all applicable appeals of any decision have been made or the Pledgors will not be obligated to indemnify time periods for filing such appeals have lapsed) in accordance with the Indemnified Parties for any compromise or settlement entered into without the Pledgors' prior written consent, which consent shall not be unreasonably withheldprocedures set forth above in this paragraph (a). (iib) The value of Collateral (the "Value") shall be determined as follows: (i) with respect to Collateral consisting of the Pledged Units or other Partnership Interests, an amount equal to the initial public offering price fair market value of the number of shares of the CompanyREIT's common stock multiplied by the number of shares for which such Collateral is potentially exchangeable; and (ii) for all other Collateral, the fair market value of such Collateral as determined by the Independent Directors of the CompanyPledgee. For purposes of clause (i) of this Section 6(b), "fair market value" of a share of common stock of the REIT shall have the meaning assigned to such term in the Operating Partnership Agreement.

Claims; Value of Collateral. (ia) Subject to Section 3.6 of Exhibit D to the Contribution Agreement, on On or prior to the date on which the survival period applicable to the representation, warranty or covenant upon which a claim for indemnification is one year after based terminates as set forth in Sections 4.5 and 8.5.B of the Closing (Contribution Agreement, the "Survival Period"), an Indemnified Party Pledgee may give notice (a "Claim Notice") to one or more of the Pledgors of any liability or such claim incurred by or asserted for indemnification it may have against the Indemnified Party Pledgors, or any claim against the Pledgee which is subject to it reasonably believes may result in such a claim for indemnification against the Pledgors under Article 3 Section 8.1.A of Exhibit D to the Contribution Agreement. As soon as reasonably practicable after receipt by , specifying in reasonable detail the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification, the Indemnified Party shall give a Claim Notice thereof to the Pledgors, including liabilities or claims to be applied against the indemnification baskets established pursuant to Section 3.6 of Exhibit D to the Contribution Agreement. The Indemnified Party may at its option demand indemnity as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous nature and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Pledgors. The Indemnified Party shall permit the Pledgors, at the Pledgors' option and expense, to assume the defense of any such claim by counsel selected by the Pledgors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; PROVIDED, HOWEVER, that the Indemnified Party may at all times participate in such defense at its expense; and PROVIDED FURTHER, HOWEVER, that Pledgors shall not, in defense dollar amount of any such claim, except . Pledgor shall be deemed to have accepted a claim for indemnification if it does not give a Response Notice (as hereinafter defined) with the prior written consent respect thereto within 30 days following receipt of the Indemnified Party in its sole Claim Notice. In the event that the Pledgors object to any claim for indemnification and absolute discretion, consent provide a written response (a "Response Notice") to the entry Pledgee within 30 days following receipt of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by Claim Notice, which Response Notice describes in reasonable detail the claimant or plaintiff in question Pledgors' objection to the Indemnified Party and its affiliates a release of all liabilities in respect of such claimsclaim for indemnification (whether as to the facts giving rise thereto, the amount thereof, or that does not result only in otherwise) and, if applicable, providing a recalculation of the payment amount thereof, representatives of money damages which is paid in full by the Pledgors. If Pledgee and the Pledgors shall fail meet within ten days of the Pledgee's receipt of the Response Notice to undertake discuss and negotiate in good faith the claim for indemnification and the Pledgors' objection thereto. In the event that such defense meeting is not held or, if held, no resolution or compromise is reached within 30 days after of such notice, or within such shorter time as may be reasonable under the circumstances or as required by applicable lawmeeting, then at the Indemnified Party election of either the Pledgee or the Pledgors the dispute regarding the claim for indemnification shall have be submitted to and determined by a court of competent jurisdiction, as set forth in Section 21 hereof. A claim for indemnification is successful and is deemed to be a Secured Obligation on the right earliest to undertake occur of: (i) the defense, compromise date on which the Pledgors accept such claim pursuant to the second sentence of this paragraph (a) or settlement otherwise; (ii) on the date the Pledgors and the Pledgee agree on the amount of such liability claim; or claim on behalf (iii) 30 days after a final adjudication of and for the account of Pledgors at the Pledgors' sole cost and expense; PROVIDED, HOWEVER, liability with respect to such claim (which shall mean that all applicable appeals of any decision have been made or the Pledgors will not be obligated to indemnify time periods for filing such appeals have lapsed) in accordance with the Indemnified Parties for any compromise or settlement entered into without the Pledgors' prior written consent, which consent shall not be unreasonably withheldprocedures set forth above in this paragraph (a). (iib) The value of Collateral (the "Value") shall be determined as follows: (i) with respect to Collateral consisting of the Pledged Units or other Partnership InterestsUnits, an amount equal to the initial public offering price fair market value of shares of the Company's common stock multiplied by the number of common shares of beneficial interest, par value $0.01 per share of the REIT ("Common Shares") for which such Collateral is potentially exchangeableexchangeable pursuant to the Operating Partnership Agreement; and (ii) for all other Collateral, the fair market value of such Collateral as determined in good faith by the Independent Directors Trust Managers of the Company.REIT. For purposes of clause (i) of this Section 6(b), "fair market value" of a Common Share shall have the meaning assigned to such term in the Operating Partnership Agreement. For the purposes of this Agreement, the term "Independent Trust Managers" shall mean any member of the REIT's Board of Trust Managers who is not an officer of the REIT or an affiliate of Grove Investment Group, Inc.