Common use of Remedies of Default Clause in Contracts

Remedies of Default. (a) If at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the Uniform Commercial Code as then in effect in any applicable jurisdiction and the right to exercise any right or remedy of Secured Party under the Contribution Agreement or otherwise, Secured Party (or its nominee) shall, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: (i) Apply any cash held by Secured Party hereunder in the manner provided in Section 5(f); (ii) If there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 5(f)(i) and (ii), collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind; and (iii) Upon the occurrence of such an Event of Default, have the right, upon not less than ten (10) days’ notice to Pledgor, to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any OP Units of the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Secured Party, or upon the exercise by Secured Party of any right, privilege or option pertaining to any OP Units included within the Collateral (including by exchanging such OP Units for common shares of Secured Party), and, in connection therewith, to deposit and deliver any or all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. (b) In the event of a sale as aforesaid, Secured Party is authorized to, at any such sale, if it deems it advisable to do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they meet such suitability standards as Secured Party may deem appropriate, are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. (i) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions, compliance with which would require such actions on the part of Pledgor, would entail such expenses, and would subject Secured Party, any underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical or inadvisable. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of Sections 5(a) or (b) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. (ii) Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give Pledgor not less than ten (10) days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale through an electronic trading or quotation system, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the system, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, need state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. Notwithstanding the foregoing, all sales of the Collateral shall be subject to applicable state and federal securities laws. (iii) Any such sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. (iv) On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. (v) It is expressly understood and agreed by Pledgor that Secured Party may proceed against all or any portion or portions of the Collateral and all other collateral securing the Secured Obligations in such order and at such time as Secured Party, in its sole discretion, sees fit, and Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (vi) Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. (d) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof in a manner consistent with this Agreement, under a judgment or decree of a court or courts of competent jurisdiction. (e) Each of the rights, powers and remedies provided herein or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. The exercise of any such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies, including under the Contribution Agreement, except there shall be no duplication of recovery. No notice to or demand on Pledgor in any case shall entitle Pledgor to any other notice or demand in similar or other circumstances. (f) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid shall be applied by Secured Party in the following order: (i) First, to the payment of all costs and expenses of every kind incurred by Secured Party in connection therewith or incidental to the care, safekeeping or otherwise of any of the Collateral, including, without limitation, reasonable fees and expenses of attorneys or other agents; (ii) Second, to the payment of all other Secured Obligations; and (iii) Finally, to the payment to Pledgor of any surplus then remaining from such proceeds unless otherwise required by law or directed by a court of competent jurisdiction. (g) Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall supercede or contravene the provisions of the Contribution Agreement that provide that all OP Units surrendered in satisfaction of a Secured Obligation (including those surrendered pursuant to this Agreement) shall be credited against any Tax Loss (as defined in the Contribution Agreement) or Loss (as defined in the Contribution Agreement), as applicable, on the basis of their Market Value (as defined in the Contribution Agreement) on the date of such surrender.

Remedies of Default. (a) If at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the Uniform Commercial Code as then in effect in any applicable the jurisdiction in which the Collateral is held by Secured Parties and the right to exercise any right or remedy of Secured Party Parties under the Contribution Merger Agreement or otherwise, Secured Party (or its nominee) Parties shall, to the extent permitted by law, without being required to give any notice to Pledgor Pledgors except as provided below: (i) Apply any cash held by Secured Party them hereunder in the manner provided in Section 5(f5(g); (ii) If there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 5(f)(i5(g)(i) and (ii), collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s 's board, on any securities exchange or at any of Secured Party Parties' places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party Parties may deem best, and Secured Party Parties may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind, but shall in each case be subject to the terms and conditions of the Lock-Up Agreement; and (iii) Upon the occurrence of such an Event of Default, Secured Parties or their nominee shall have the right, upon not less than ten one (101) days’ day's notice to PledgorPledgors, to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any OP Units shares of the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its their discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Secured PartyCHR, or upon the exercise by Secured Party CHR of any right, privilege or option pertaining to any OP Units included within the Collateral (including by exchanging such OP Units for common shares of Secured Party)the Collateral, and, in connection therewith, to deposit and deliver any or and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent agency upon such terms and conditions as Secured Party Parties may determine. (b) In the event of a sale as aforesaid, Secured Party is Parties are authorized to, at any such sale, if it deems they deem it advisable to do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they meet such suitability standards as Secured Party Parties may deem appropriate, are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party Parties may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party Parties shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. (c) Notwithstanding anything to the contrary contained herein, in the event Secured Parties exercise any of their remedies hereunder against any portion of the Collateral representing less than all of the Collateral, Secured Parties agree to do so on a pro-rata basis according to each Individual Pledgor's proportionate share of the Collateral. (i) Pledgor Pledgors hereby acknowledges acknowledge that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions, compliance with which would require such actions on the part of PledgorPledgors, would entail such expenses, and would subject Secured PartyParties, any underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical or inadvisable. Accordingly, Pledgor Pledgors hereby agrees agree that private sales made by Secured Party Parties in good faith in accordance with the provisions of Sections 5(a) or (b) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party Parties shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. (ii) Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of any Individual Pledgor, who each of whom hereby specifically waives all rights of redemption, stay or appraisal which any Individual Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party Parties shall give Pledgor Pledgors not less than ten five (105) days’ ' written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale through an electronic trading or quotation systemat broker's board, on a securities exchange, at one or more of Secured Party’s Parties' places of business or elsewhere, shall state the systemboard, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, need shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. Notwithstanding the foregoingabove, all sales of the Collateral shall be subject to applicable state and federal securities laws. (iii) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party Parties may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party Parties may determine, but in all cases subject to Section 5(c). Secured Party Parties shall not be obligated to make any sale pursuant to any such notice. Secured Party Parties may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party Parties until the selling price is paid by the purchaser thereof, but Secured Party Parties shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. (iv) On any sale of the Collateral, Secured Party is Parties are hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. (v) It Subject to Section 5(c), it is expressly understood and agreed by Pledgor Pledgors that Secured Party Parties may proceed against all or any portion or portions of the Collateral and all other collateral securing the Secured Obligations in such order and at such time as Secured PartyParties, in its their sole discretion, sees see fit, and Pledgor Pledgors hereby expressly waives waive any rights under the doctrine of marshalling of assets. (vi) Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. (de) Secured PartyParties, instead of exercising the power of sale herein conferred upon itthem, may proceed by a suit or suits at law or in equity to foreclose its their lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof in a manner consistent with this AgreementSection 5(c), under a judgment or decree of a court or courts of competent jurisdiction. (ef) Each of the rights, powers powers, and remedies provided herein or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. The exercise of any such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies, including under the Contribution Merger Agreement, except there shall be no duplication of recovery. No notice to or demand on Pledgor Pledgors in any case shall entitle Pledgor Pledgors to any other notice or demand in similar or other circumstances. (fg) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid shall be applied by Secured Party Parties in the following order: (i) First, to the payment of all costs and expenses of every kind incurred by Secured Party Parties in connection therewith or incidental to the care, safekeeping or otherwise of any of the Collateral, including, without limitation, reasonable attorneys' fees and expenses of attorneys or other agentsexpenses; (ii) Second, to the payment of all other Secured Obligations; and (iii) Finally, to the payment to Pledgor Pledgors of any surplus then remaining from such proceeds unless otherwise required by law or directed by a court of competent jurisdiction. (g) Notwithstanding anything . The payment of any such surplus to the contrary contained herein, no provision of this Agreement Pledgors shall supercede or contravene the provisions be made in proportion to each Individual Pledgor's share of the Contribution Agreement that provide that all OP Units surrendered in satisfaction of a Secured Obligation (including those surrendered pursuant to this Agreement) shall be credited against any Tax Loss (as defined in the Contribution Agreement) or Loss (as defined in the Contribution Agreement), as applicable, on the basis of their Market Value (as defined in the Contribution Agreement) on the date of such surrenderCollateral.

Remedies of Default. (a) If at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the Uniform Commercial Code as then in effect in any applicable the jurisdiction in which the Collateral is held by Secured Parties and the right to exercise any right or remedy of Secured Party Parties under the Contribution Merger Agreement or otherwise, Secured Party (or its nominee) Parties shall, to the extent permitted by law, without being required to give any notice to Pledgor Pledgors except as provided below: (i) Apply any cash held by Secured Party them hereunder in the manner provided in Section 5(f5(g); (ii) If there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 5(f)(i5(g)(i) and (ii), collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party Parties’ places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party Parties may deem best, and Secured Party Parties may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind, but shall in each case be subject to the terms and conditions of the Lock-Up Agreement; and (iii) Upon the occurrence of such an Event of Default, Secured Parties or their nominee shall have the right, upon not less than ten one (101) days’ day’s notice to PledgorPledgors, to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any OP Units shares of the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its their discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Secured PartyCHR, or upon the exercise by Secured Party CHR of any right, privilege or option pertaining to any OP Units included within the Collateral (including by exchanging such OP Units for common shares of Secured Party)the Collateral, and, in connection therewith, to deposit and deliver any or and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent agency upon such terms and conditions as Secured Party Parties may determine. (b) In the event of a sale as aforesaid, Secured Party is Parties are authorized to, at any such sale, if it deems they deem it advisable to do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they meet such suitability standards as Secured Party Parties may deem appropriate, are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party Parties may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party Parties shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. (c) Notwithstanding anything to the contrary contained herein, in the event Secured Parties exercise any of their remedies hereunder against any portion of the Collateral representing less than all of the Collateral, Secured Parties agree to do so on a pro-rata basis according to each Individual Pledgor’s proportionate share of the Collateral. (i) Pledgor Pledgors hereby acknowledges acknowledge that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions, compliance with which would require such actions on the part of PledgorPledgors, would entail such expenses, and would subject Secured PartyParties, any underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical or inadvisable. Accordingly, Pledgor Pledgors hereby agrees agree that private sales made by Secured Party Parties in good faith in accordance with the provisions of Sections 5(a) or (b) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party Parties shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. (ii) Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of any Individual Pledgor, who each of whom hereby specifically waives all rights of redemption, stay or appraisal which any Individual Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party Parties shall give Pledgor Pledgors not less than ten five (105) days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale through an electronic trading or quotation systemat broker’s board, on a securities exchange, at one or more of Secured Party’s Parties’ places of business or elsewhere, shall state the systemboard, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, need shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. Notwithstanding the foregoingabove, all sales of the Collateral shall be subject to applicable state and federal securities laws. (iii) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party Parties may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party Parties may determine, but in all cases subject to Section 5(c). Secured Party Parties shall not be obligated to make any sale pursuant to any such notice. Secured Party Parties may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party Parties until the selling price is paid by the purchaser thereof, but Secured Party Parties shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. (iv) On any sale of the Collateral, Secured Party is Parties are hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. (v) It Subject to Section 5(c), it is expressly understood and agreed by Pledgor Pledgors that Secured Party Parties may proceed against all or any portion or portions of the Collateral and all other collateral securing the Secured Obligations in such order and at such time as Secured PartyParties, in its their sole discretion, sees see fit, and Pledgor Pledgors hereby expressly waives waive any rights under the doctrine of marshalling of assets. (vi) Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. (de) Secured PartyParties, instead of exercising the power of sale herein conferred upon itthem, may proceed by a suit or suits at law or in equity to foreclose its their lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof in a manner consistent with this AgreementSection 5(c), under a judgment or decree of a court or courts of competent jurisdiction. (ef) Each of the rights, powers powers, and remedies provided herein or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. The exercise of any such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies, including under the Contribution Merger Agreement, except there shall be no duplication of recovery. No notice to or demand on Pledgor Pledgors in any case shall entitle Pledgor Pledgors to any other notice or demand in similar or other circumstances. (fg) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid shall be applied by Secured Party Parties in the following order: (i) First, to the payment of all costs and expenses of every kind incurred by Secured Party Parties in connection therewith or incidental to the care, safekeeping or otherwise of any of the Collateral, including, without limitation, reasonable attorneys’ fees and expenses of attorneys or other agentsexpenses; (ii) Second, to the payment of all other Secured Obligations; and (iii) Finally, to the payment to Pledgor Pledgors of any surplus then remaining from such proceeds unless otherwise required by law or directed by a court of competent jurisdiction. (g) Notwithstanding anything . The payment of any such surplus to the contrary contained herein, no provision of this Agreement Pledgors shall supercede or contravene the provisions be made in proportion to each Individual Pledgor’s share of the Contribution Agreement that provide that all OP Units surrendered in satisfaction of a Secured Obligation (including those surrendered pursuant to this Agreement) shall be credited against any Tax Loss (as defined in the Contribution Agreement) or Loss (as defined in the Contribution Agreement), as applicable, on the basis of their Market Value (as defined in the Contribution Agreement) on the date of such surrenderCollateral.

Remedies of Default. (a) If at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the Uniform Commercial Code as then in effect in any applicable jurisdiction and the right to exercise any right or remedy of Secured Party under the Contribution Merger Agreement or otherwise, Secured Party (or its nominee) shall, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: (i) Apply any cash or cash equivalents held by Custodian or Secured Party hereunder in the manner provided in Section 5(f); (ii) If there shall be no such cash or cash equivalents or if the cash or cash equivalents so applied shall be insufficient to pay in full the items specified in Sections 5(f)(i) and (ii), collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind; and (iii) Upon the occurrence of such an Event of Default, have the right, upon not less than ten twenty (1020) days’ notice to Pledgor, to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any OP Units Pledged Shares of the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Secured Party, or upon the exercise by Secured Party of any right, privilege or option pertaining to any OP Units Pledged Shares included within the Collateral (including by exchanging such OP Units for common shares of Secured Party)Collateral, and, in connection therewith, to deposit and deliver any or all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. (b) In the event of a sale as aforesaid, Secured Party is authorized to, at any such sale, if it deems it advisable to do so, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they meet such suitability standards as Secured Party may deem appropriate, are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. (i) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions, compliance with which would require such actions on the part of Pledgor, would entail such expenses, and would subject Secured Party, any underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical or inadvisable. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of Sections 5(a) or (b) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. (ii) Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give Pledgor not less than ten twenty (1020) days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale through an electronic trading or quotation system, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the system, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, need state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. Notwithstanding the foregoing, all sales of the Collateral shall be subject to applicable state and federal securities laws. (iii) Any such sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. (iv) On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. (v) It is expressly understood and agreed by Pledgor that Secured Party may proceed against all or any portion or portions of the Collateral and all other collateral securing the Secured Obligations in such order and at such time as Secured Party, in its sole discretion, sees fit, and Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (vi) Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. (d) Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof in a manner consistent with this Agreement, under a judgment or decree of a court or courts of competent jurisdiction. (e) Each of the rights, powers and remedies provided herein or now or hereafter existing at law or in equity or by statute or otherwise for the Secured Party shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. The exercise of any such right, power or remedy by the Secured Party shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies, including under the Contribution Merger Agreement, except there shall be no duplication of recovery. No notice to or demand on Pledgor in any case shall entitle Pledgor to any other notice or demand in similar or other circumstancescircumstances (except as otherwise provided herein). (f) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid shall be applied by Secured Party in the following order: (i) First, to the payment of all costs and expenses of every kind incurred by Secured Party in connection therewith or incidental to the care, safekeeping or otherwise of any of the Collateral, including, without limitation, reasonable fees and expenses of attorneys or other agents; (ii) Second, to the payment of all other Secured Obligations; and (iii) Finally, to the payment to Pledgor of any surplus then remaining from such proceeds unless otherwise required by law or directed by a court of competent jurisdictionjurisdiction (provided that any surplus then remaining from such proceeds shall continue to be Collateral subject to the terms of this Agreement to the extent such proceeds constitute Follow-On Collateral or Remaining Collateral). (g) Notwithstanding anything Upon or after an Event of Default, Secured Party may deliver written instructions executed by an authorized officer of Secured Party to Custodian instructing Custodian to release Collateral to Secured Party and take any actions necessary in connection therewith to the contrary contained herein, no provision of extent necessary to allow Secured Party to exercise its rights under this Agreement shall supercede or contravene the provisions of the Contribution Agreement that provide that all OP Units surrendered in satisfaction of a Secured Obligation (including those surrendered pursuant to this Agreement) shall be credited against any Tax Loss (as defined in the Contribution Agreement) or Loss (as defined in the Contribution Agreement), as applicable, on the basis of their Market Value (as defined in the Contribution Agreement) on the date of such surrenderSection 5.