Common use of Exclusion of Certain Transactions Clause in Contracts

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans to the Advisor or any Affiliate thereof or certain of the Stockholders except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor any Affiliate thereof, or certain of the Stockholders shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter enters into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans loans to the Advisor or any Affiliate thereof or certain any officers of the Stockholders Company or Directors except Mortgages (as defined in permitted by the Articles of Incorporation) pursuant to Section 9.3(iii) of . Neither the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor Advisor, any Affiliate thereof, nor any officers or certain Directors of the Stockholders Company, shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties, as determined by the Independent Directors in their sole discretion; provided, however, that the waiver or deferral of any fee or reimbursement due the Advisor or any Affiliate hereunder shall not be treated as a loan for the purposes of this Section 11(f)(ii). (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers, as determined by the Independent Directors in their sole discretion. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers Affiliate thereof has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, (including a majority of the Independent Directors) not otherwise interested in such transaction as fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from unaffiliated third parties. (ii) Neither the Company nor the Operating Partnership shall make Loans loans to the Advisor or any Affiliate thereof or certain of the Stockholders except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of Neither the Advisor nor any Affiliate thereof, or certain of the Stockholders thereof shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates Affiliates, provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter enters into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans loans to the Advisor or any Affiliate thereof or certain any officers of the Stockholders Company or Directors except Mortgages (as defined in permitted by the Articles of Incorporation) pursuant to Section 9.3(iii) of . Neither the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor Advisor, any Affiliate thereof, nor any officers or certain Directors of the Stockholders Company, shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties, as determined by the Independent Directors in their sole discretion; provided, however, that the waiver or deferral of any fee or reimbursement due the Advisor or any Affiliate hereunder shall not be treated as a loan for the purposes of this Section 11(g)(ii). (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers, as determined by the Independent Directors in their sole discretion. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services; provided, that nothing in this Section 11(g) shall create any right to (x) any assets, intellectual property, personnel or pipeline of assets of the Advisor or its Affiliates or (y) terminate the Agreement other than as set forth in Section 18.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans to the Advisor or any Affiliate thereof or certain of the Stockholders except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor any Affiliate thereof, or certain of the Stockholders shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, Service Provider or any Affiliate of the Advisor or any of the Advisor’s directors or officers thereof has a direct or indirect interest, then such transaction shall be (A) approved by a majority of the Board not otherwise interested in such transaction, (including a majority of the Independent Directors) not otherwise interested in such transaction as fair and reasonable to the Company and (B) on terms and conditions not less favorable to the Company or Operating Partnership, as applicable, than those available from unaffiliated third parties. (ii) Neither the Company nor the Operating Partnership shall make Loans loans to the Advisor Service Provider or any Affiliate thereof or certain of the Stockholders except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor Neither Service Provider nor any Affiliate thereof, or certain of the Stockholders thereof shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless (A) approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fairfair and reasonable to the Company or Operating Partnership, competitiveas applicable, and commercially reasonable, and (B) no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated third parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor Service Provider or its Affiliates provided Affiliates, provided, however, that (aA) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (bB) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturersventurers with unaffiliated third parties. (iv) If the Board elects to internalize any management services provided by the AdvisorService Provider, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor Service Provider or its Affiliates in connection with such internalization of management services; provided, however, that nothing in this Section 10(d) shall create any right to (A) any assets, intellectual property, personnel or pipeline of assets of Service Provider or its Affiliates or (B) terminate the Agreement other than as set forth in Section 16 and provided, further, that, in connection with any such internalization, Service Provider shall be entitled to receive from the Company or the Operating Partnership within thirty (30) days following the effective date thereof any accrued Incentive Fee, calculated as of the most recent financial statements of the Company prepared in accordance with GAAP liquidation basis accounting.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans to the Advisor or any Affiliate thereof or certain any officers of the Stockholders Company or Directors except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor any Affiliate thereof, or certain any officers of the Stockholders Company or Directors, shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans to the Advisor or any Affiliate thereof or certain of the Stockholders except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor any Affiliate thereof, or certain of the Stockholders shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services; provided, that nothing in this Section 10(h) shall create any right to (x) any assets, intellectual property, personnel or pipeline of assets of the Advisor or its Affiliates or (y) terminate the Agreement other than as set forth in Section 17.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans to the Advisor or any Affiliate thereof or certain any officers of the Stockholders Company or Directors except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor any Affiliate thereof, or certain any officers of the Stockholders Company or Directors, shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services; provided, that nothing in this Section 10(g) shall create any right to (x) any assets, intellectual property, personnel or pipeline of assets of the Advisor or its Affiliates or (y) terminate the Agreement other than as set forth in Section 17.

Exclusion of Certain Transactions. (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors. (ii) Neither the Company nor the Operating Partnership shall make Loans to the Advisor or any Affiliate thereof or certain of the Stockholders except Mortgages (as defined in the Articles of Incorporation) pursuant to Section 9.3(iii) of the Articles of Incorporation (or any successor provision) or loans to wholly owned subsidiaries of the Company. None of the Advisor nor any Affiliate thereof, or certain of the Stockholders shall make loans to the Company or the Operating Partnership, or to Joint Ventures, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company or Operating Partnership, as applicable, than comparable loans between unaffiliated parties. (iii) The Company and the Operating Partnership may enter into Joint Ventures with the Advisor or its Affiliates provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company or Operating Partnership, as applicable, and (b) the investment by the Company or Operating Partnership, as applicable, is on substantially the same terms as those received by other joint venturers. (iv) If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.