Common use of Security and Remedies Clause in Contracts

Security and Remedies. (1) The Contributor hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it pursuant to the Transaction Documents and the shares of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributor under paragraph 10 hereof. Except as otherwise provided in this Amendment, the indemnification obligations of the Contributor hereunder with respect to breaches of Representations and Warranties shall be payable out of the Contributor's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation in cash if the Contributor so elects. Any Transfer by the Contributor of its Collateral shall be subject to the lien and security interest granted hereby. (2) In the event the General Partner asserts that the Contributor has an indemnification obligation to the Partnership, the Company or the General Partner under paragraph 10 hereof, the General Partner shall deliver written notice (the "Indemnification Notice") to the Contributor describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty (30) days after the receipt of an Indemnification Notice, the Contributor delivers written notice to the General Partner indicating that the Contributor disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the Contributor, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor (i) receives an Indemnification Notice and fails to timely deliver notice to the General Partner of their dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery of an Indemnification Notice or (ii) has an indemnification obligation to the Partnership or the General Partner under paragraph 10 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does not satisfy such obligation within ten (10) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributor, to have acquired from the Contributor such portion of the Collateral as shall be equal in value (based, in the case of Partnership Units, on the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the Contributor), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisition) to the amount recoverable from the Contributor under paragraph 10 hereof. In the event the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the General Partner shall deliver written notice to the Contributor within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests of the Contributor following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.

Security and Remedies. (1a) The Contributor hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it pursuant to the Transaction Documents and the shares of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributor under paragraph 10 hereof. Except as otherwise provided in this Amendment, the indemnification obligations of the Contributor hereunder with respect to breaches of Representations and Warranties shall be payable out of the Contributor's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation of the Contributor in cash if the Contributor so elects. Any Transfer by the Contributor of its Collateral shall be subject to the lien and security interest granted hereby. (2b) In the event the General Partner asserts that the Contributor has an indemnification obligation to the Partnership, the Company or the General Partner under paragraph 10 hereof, the General Partner shall deliver written notice (the "Indemnification Notice") to the Contributor describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty (30) days after the receipt of an Indemnification Notice, the Contributor delivers written notice to the General Partner indicating that the Contributor disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the Contributor, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor (i) receives an Indemnification Notice and fails to timely deliver notice to the General Partner of their its dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery of an Indemnification Notice or (ii) has an indemnification obligation to the Partnership or the General Partner under paragraph 10 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does not satisfy such obligation within ten (10) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributor, to have acquired from the Contributor such portion of the Collateral as shall be equal in value (based, in the case of Partnership Units, on the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the Contributor), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisition) to the amount recoverable from the Contributor under paragraph 10 hereof. In the event the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the General Partner shall deliver written notice to the Contributor within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests Interest of the Contributor following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3c) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.

Security and Remedies. (1a) The Contributor hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it each of them pursuant to the Transaction Documents and the shares of Common Stock acquired by it each of them upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributor under paragraph 10 hereof. Except as otherwise provided in this Amendment, the indemnification obligations of the Contributor hereunder with respect to breaches of Representations and Warranties shall be payable out of the Contributor's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation of the Contributor in cash if the Contributor so electselect. Any Transfer by the a Contributor of its Collateral shall be subject to the lien and security interest granted hereby. (2b) In the event the General Partner asserts that the Contributor has an indemnification obligation to the Partnership, the Company or the General Partner under paragraph 10 hereof, the General Partner shall deliver written notice (the "Indemnification Notice") to the Contributor describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty (30) days after the receipt of an Indemnification Notice, the Contributor delivers deliver written notice to the General Partner indicating that the Contributor disputes dispute the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the Contributor, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor (i) receives an Indemnification Notice and fails to timely deliver notice to the General Partner of their dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery of an Indemnification Notice or (ii) has an indemnification obligation to the Partnership or the General Partner under paragraph 10 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does do not satisfy such obligation within ten (10) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributor, to have acquired from the Contributor such portion of the Collateral as shall be equal in value (based, in the case of Partnership Units, on the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the --------- ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the ContributorContributors), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisition) to the amount recoverable from the Contributor under paragraph 10 hereof. In the event the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the General Partner shall deliver written notice to the Contributor within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests of the Contributor following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.paragraph

Security and Remedies. (1a) The Contributor Each Warranting Limited Partner hereby grants to the Partnership a lien upon and a continuing security interest in its Limited Partnership Interest and all its right, title and interest under this Agreement in and to any assets or properties of the Partnership Units issued to it pursuant to the Transaction Documents and the shares in all Conversion Shares acquired upon conversion of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units (collectively, the "Collateral"), ) which shall be security for the indemnification obligations of the Contributor such Limited Partner under paragraph 10 Section 11.3 hereof. Except as otherwise provided in this Amendment, the The indemnification obligations obligation of the Contributor hereunder with respect to breaches of Representations and Warranties each Warranting Limited Partner shall be payable solely out of the Contributorsuch Limited Partner's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation in cash if the Contributor so elects. Any Transfer transfer by the Contributor a Warranting Limited Partner of its Collateral Limited Partnership Interest or Conversion Shares in violation of Section 11.7 shall be subject to the lien and security interest granted hereby. Each Limited Partner hereby agrees to take any and all actions and to execute and deliver any or all documents or instruments necessary to perfect the security interest created by this Agreement, including delivering the Certificates representing any such Conversion Shares to the General Partners. (2b) In the event the General Partner asserts Partners assert, within the time period set forth in Section 11.2 hereof, that the Contributor has Warranting Limited Partners have an indemnification obligation to the Partnership, the Company Partnership or the General Partner Partners under paragraph 10 hereofthis Article XI, the General Partner Partners shall deliver written notice (the "Indemnification Acquisition Notice") to the Contributor each Warranting Limited Partner obligated hereunder describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If. (c) In the event a Warranting Limited Partner receives an Acquisition Notice, such Limited Partner, within thirty (30) days after the receipt of an Indemnification the Acquisition Notice, the Contributor delivers written may (i) deliver notice to the General Partner indicating that Partners of its good faith dispute as to the Contributor disputes the circumstances giving rise to or the amount of such claimed Limited Partner's indemnification obligation, and (ii) either transfer funds to the General Partner may submit such matter for binding arbitration in accordance Partners, or post a surety bond with the provisions of Article XIV General Partners, in an amount equal to the lesser of the Partnership Agreement amount specified in the Acquisition Notice or the such Limited Partner's Current Common Share Value. Upon receipt of such payment or bond by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the ContributorGeneral Partners, the General Partners shall refer the dispute to arbitration as provided in Section 12.10. The funds or bond posted by the Limited Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of applied or refunded as determined by the claimed indemnification obligation described in the Indemnification Notice. arbitrators. (d) In the event the Contributor a Warranting Limited Partner (i) receives an Indemnification Acquisition Notice and fails to timely deliver notice to the General Partner Partners of their its dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery of an Indemnification Acquisition Notice or (ii) has an indemnification obligation to the Partnership or the General Partner Partners under paragraph 10 hereof as determined this Article XI but has not posted security pursuant to Article XIV of the Partnership Agreement, and does not satisfy such obligation within ten (10) days after the decision rendered in the arbitrationSection 11.5(c), then, in either event, the Partnership shall have any and all remedies of a secured creditor under or the Uniform Commercial Code, and, in addition thereto, at General Partners (as the election of the Partnership, the Partnership case may be) shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributorsuch Limited Partner, to have acquired from the Contributor such Limited Partner a portion of the Collateral as shall be Limited Partner's Partnership Interest and Units (or such number of Conversion Shares) equal in value (based, in the case of Partnership Units, based on the such Limited Partner's Current Per Common Share Market Price as Value computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the Contributor), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisitiondate) to the amount recoverable from Losses arising out of or relating to the Contributor under paragraph 10 hereofbreach or inaccuracy in a representation or warranty. In the such event the General Partners or the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the General Partner shall deliver written notice to the Contributor such Limited Partner within ten (10) days thereafter identifying the specific Collateral portion of such Limited Partner's Partnership Interest and Units or number of Conversion Shares acquired and, if such Collateral consists of Partnership Units, and specifying the Percentage Interests Interest of the Contributor such Limited Partner following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.

Security and Remedies. (1a) The Contributor Each of the Contributors hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it each of them pursuant to the Transaction Documents and the shares of Common Stock acquired by it each of them upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributor Contributors under paragraph 10 hereof. Except as otherwise provided in this Amendment, the indemnification obligations of the Contributor Contributors hereunder with respect to breaches of Representations and Warranties shall be payable out of the Contributor's Contributors entire Collateral; provided, however, that the Contributor Contributors may satisfy all or any part of such indemnification obligation of the Contributors in cash if the Contributor Contributors so electselect. Any Transfer by the a Contributor of its Collateral shall be subject to the lien and security interest granted hereby. (2b) In the event the General Partner asserts that the Contributor has Contributors have an indemnification obligation to the Partnership, the Company or the General Partner under paragraph 10 hereof, the General Partner shall deliver written notice (the "Indemnification Notice") to the Contributor Contributors describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty (30) days after the receipt of an Indemnification Notice, the Contributor delivers Contributors deliver written notice to the General Partner indicating that the Contributor disputes Contributors dispute the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor Contributors pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the ContributorContributors, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the ContributorContributors, then the Contributor Contributors shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor Contributors (i) receives receive an Indemnification Notice and fails fail to timely deliver notice to the General Partner of their dispute as to the indemnification obligation and fails fail to make payment within thirty (30) days after delivery of an Indemnification Notice or (ii) has have an indemnification obligation to the Partnership or the General Partner under paragraph 10 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does do not satisfy such obligation within ten (10) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the ContributorContributors, to have acquired from the Contributor Contributors such portion of the Collateral as shall be equal in value (based, in the case of Partnership Units, on the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership --------- limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the ContributorContributors), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisition) to the amount recoverable from the Contributor Contributors under paragraph 10 hereof. In the event the Partnership shall have acquired from the Contributor Contributors any Collateral pursuant to this paragraph 11, the General Partner shall deliver written notice to the Contributor Contributors within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests of the Contributor Contributors following such acquisition. Unless and until the Partnership shall have acquired from the Contributor Contributors any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Each Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3c) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor Contributors prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor Contributors will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the ContributorContributors, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor Contributors to evidence such termination.

Security and Remedies. (1) The Contributor Each Primary Limited Partner hereby grants to the Partnership a lien upon and a continuing security interest in his OP Units and all right, title and interest under this Agreement in and to any assets or properties of the Partnership Units issued to it pursuant to and in all Common Shares received by such Primary Limited Partner in connection with the Transaction Documents and the shares of Common Stock Initial Transactions or acquired by it such Primary Limited Partner upon exercise of the Rights with respect to such Partnership Units of Redemption (collectively, the "Collateral"), ) which shall be security for the indemnification obligations of the Contributor such Primary Limited Partner under paragraph 10 Section 14.3 hereof. Except as otherwise provided in this Amendment, the The indemnification obligations obligation of the Contributor hereunder with respect to breaches of Representations and Warranties each Primary Limited Partner shall be payable out of the Contributorsuch Primary Limited Partner's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation in cash if the Contributor so elects. Any Transfer transfer by the Contributor a Primary Limited Partner of its Collateral OP Units shall be subject to the lien and security interest granted hereby. (2) . The Collateral shall be held in escrow by a party mutually agreeable to the General Partner and the Primary Limited Partners. In the event the General Partner asserts asserts, within the time period set forth in Section 14.2 hereof, that the Contributor a Primary Limited Partner has an indemnification obligation to the Partnership, the Company General Partner or the General Partner Trust under paragraph 10 hereofthis Section 14, the General Partner shall deliver written notice (the "Indemnification Acquisition Notice") to the Contributor such Primary Limited Partner describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty sixty (3060) days after the its receipt of an Indemnification Acquisition Notice, the Contributor a Primary Limited Partner delivers written notice to the General Partner indicating that the Contributor Primary Limited Partner disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement Section 19 hereof by delivering a Demand Notice to the Contributor such Primary Limited Partner pursuant to such Article XIVSection 19 hereof. If, after receiving timely notice of a dispute hereunder from the Contributora Primary Limited Partner, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the ContributorPrimary Limited Partner, then the Contributor Primary Limited Partner shall be relieved of the claimed indemnification obligation described in the Indemnification Acquisition Notice. In the event the Contributor a Primary Limited Partner (i) receives an Indemnification Acquisition Notice and fails to timely deliver notice to the General Partner of their its dispute as to the indemnification obligation and fails to make payment within thirty sixty (3060) days after delivery of an Indemnification Acquisition Notice or (ii) has an indemnification obligation to the Partnership or the General Partner under paragraph 10 hereof this Section 14 as determined pursuant to Article XIV of the Partnership AgreementSection 19 hereunder, and if the Primary Limited Partner does not satisfy such obligation within ten sixty (1060) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under or the Uniform Commercial Code, and, in addition thereto, at General Partner (as the election of the Partnership, the Partnership case may be) shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributorsuch Primary Limited Partner, to have acquired from the Contributor such Primary Limited Partner such portion of the Collateral as shall be equal in value (based, in the case of Partnership UnitsInterests, on the Deemed Partnership Interest Value computed as of the date of the Acquisition Notice and, in the case of Common Shares, the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the Contributor), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisitionAcquisition Notice) to the amount recoverable from the Contributor such Primary Limited Partner under paragraph 10 Sections 14.3, 14.4 and 19.2(d) hereof. In the event the General Partner, the Partnership or the Trust shall have acquired from the Contributor such Primary Limited Partner any Collateral pursuant to this paragraph 11Section 14.5, the General Partner shall deliver written notice to the Contributor such Primary Limited Partner within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership OP Units, the Percentage Interests Interest of, and number of the Contributor OP Units owned by, such Primary Limited Partner following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.

Security and Remedies. (1a) The Contributor Each of Safeguard and Xxxxxxx, on behalf of themselves and their affiliates (collectively, "Pledgors") hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership such Pledgor's Class A Units, and in any Common Shares issued upon redemption of such Class A Units issued to it pursuant to the Transaction Documents and the shares of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units Article XV (collectively, the "Collateral"), ) which shall be security for the indemnification obligations of the Contributor under paragraph 10 hereofsuch Pledgor hereunder. Except as otherwise provided in this Amendment, the The indemnification obligations obligation of the Contributor hereunder with respect to breaches of Representations and Warranties each Pledgor shall be payable out of the Contributorsuch Pledgor's entire Collateral; provided, however, that the Contributor may satisfy all or any part but only from such Collateral. Any transfer by a Pledgor of such indemnification obligation in cash if the Contributor so elects. Any Transfer by the Contributor Pledgor's Class A Units, or Common Shares issued upon redemption of its Collateral Class A Units, shall be subject to the lien and security interest granted hereby. Each Pledgor represents and warrants that his or its Class A Units constituting Collateral are owned by it free and clear of Encumbrances other than Permitted Encumbrances, which Permitted Encumbrances are senior in priority to the lien and security interest created under this Section 18.3. (2b) In Any person claiming indemnification hereunder shall (when the event the General Partner asserts that the Contributor has an indemnification obligation to the Partnership, the Company or the General Partner under paragraph 10 hereof, the General Partner shall amount claimed is known) deliver written notice (the "Indemnification Indemnity Notice") to the Contributor party or parties from whom indemnification is claimed describing in reasonable detail the circumstances giving rise to such obligation and rationale for the amount thereoffor which indemnification is sought. If, A Limited Partner shall be entitled to satisfy his indemnification obligation by directing the Partnership to cancel in the Register that number of Class A Units included in the Collateral as shall be equal in value (based on the Current Per Share Market Price of the Common Shares issuable in exchange therefor pursuant to Section 15.2 as of the date of the Indemnity Notice) to the amount recoverable from such Limited Partner hereunder. If such indemnification obligation shall not have been satisfied by any party within thirty (30) days after the its receipt of an Indemnification Indemnity Notice, the Contributor delivers written notice to the General Partner indicating that the Contributor disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter shall be submitted for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the Contributor, the General Partner fails to so submit the matter for arbitration within twenty XIX below. (20c) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor (i) receives an Indemnification Notice and fails to timely deliver notice to the General Partner of their dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery case of an Indemnification Notice or (ii) has an adverse decision by the arbitrators in respect of indemnification obligation to the Partnership or the General being provided by any Limited Partner, if such Limited Partner under paragraph 10 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does not satisfy such obligation the obligations within ten (10) days after the decision is rendered in the arbitration, then, in either event, then the Partnership shall have any and all remedies of a secured creditor under cancel in the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemedRegister, without the payment of any further consideration to or the taking of any further action required by the ContributorLimited Partner, to have acquired from the Contributor such portion that number of Class A Units included in the Collateral as shall be equal in value (based, in the case of Partnership Units, based on the Current Per Share Market Price as computed of the Common Shares issuable in exchange therefor pursuant to Section 15.2 as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the Contributor), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisitionIndemnity Notice) to the amount recoverable from the Contributor under paragraph 10 hereofsuch Limited Partner hereunder. In the event the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11Within ten (10) days thereafter, the General Partner shall deliver written notice of such cancellation to the Contributor within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests of the Contributor following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General PartnerLimited Partner affected. (3d) On the first day immediately following the expiration The rights of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered Partnership and General Partner to cancel Collateral shall be the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved sole and exclusive remedy of the restrictions on transferability General Partner or the Partnership under this Article XVIII and no Limited Partner shall have any personal liability hereunder, except as otherwise provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such terminationnext succeeding section.

Security and Remedies. (1a) The Contributor hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it pursuant to the Transaction Documents and the shares of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributor under paragraph 10 hereof. Except as otherwise provided in this Amendment, the indemnification obligations of the Contributor hereunder with respect to breaches of Representations and Warranties shall be payable out of the Contributor's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation of the Contributor in cash if the Contributor so elects. Any Transfer by the Contributor of its Collateral shall be subject to the lien and security interest granted hereby. (2b) In the event the General Partner asserts that the Contributor has an indemnification obligation to the Partnership, the Company or the General Partner under paragraph 10 hereof, the General Partner shall deliver written notice (the "Indemnification Notice") to the Contributor describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty (30) days after the receipt of an Indemnification Notice, the Contributor delivers written notice to the General Partner indicating that the Contributor disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the Contributor, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor (i) receives an Indemnification Notice and fails to timely deliver notice to the General Partner of their its dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery of an Indemnification Notice or (ii) has an indemnification obligation to the Partnership or the General Partner under paragraph 10 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does not satisfy such obligation within ten (10) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributor, to have acquired from the Contributor such portion of the Collateral as shall be equal in value (based, in the case of Partnership Units, on the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the ContributorContributors), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisition) to the amount recoverable from the Contributor under paragraph 10 hereof. In the event the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the General Partner shall deliver written notice to the Contributor within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests of the Contributor following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3c) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.

Security and Remedies. (1a) The Contributor Each of the Contributors hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it each of them pursuant to the Transaction Documents at the date hereof and the shares of Common Stock acquired by it each of them upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of each of the Contributor Contributors under paragraph 10 8 hereof. Except as otherwise provided in this Third Amendment, the indemnification obligations of each of the Contributor Contributors hereunder with respect to breaches of Representations and Warranties shall be payable out of the such Contributor's entire Collateral; provided, however, that the a Contributor may satisfy all or any part of such indemnification obligation of such Contributor in cash if the such Contributor so elects. Any Transfer by the a Contributor of its his or her Collateral shall be subject to the lien and security interest granted hereby. (2b) In the event the General Partner asserts that the a Contributor has an indemnification obligation to the Partnership, the Company Partnership or the General Partner under paragraph 10 8 hereof, the General Partner shall deliver written notice (the "Indemnification Notice") to the such Contributor describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty (30) days after the receipt of an Indemnification Notice, the Contributor delivers written notice to the General Partner indicating that the Contributor disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the Contributor, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor (i) receives an Indemnification Notice and fails to timely deliver notice to the General Partner of their his or her dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery of an Indemnification Notice or (ii) has an indemnification obligation to the Partnership or the General Partner under paragraph 10 8 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does not satisfy such obligation within ten (10) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributor, to have acquired from the Contributor such portion of the Collateral as shall be equal in value (based, in the case of Partnership Units, on the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the Contributor), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisition) to the amount recoverable from the Contributor under paragraph 10 8 hereof. In the event the Partnership shall have acquired from the a Contributor any Collateral pursuant to this paragraph 119, the General Partner shall deliver written notice to the such Contributor within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests of the Contributor following such acquisition. Unless and until the Partnership shall have acquired from the a Contributor any Collateral pursuant to this paragraph 119, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Each Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Third Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.

Security and Remedies. (1a) The Contributor hereby grants to the Partnership a lien upon and a continuing security interest in the Partnership Units issued to it pursuant to the Transaction Documents and the shares of Common Stock acquired by it upon exercise of Rights with respect to such Partnership Units (the "Collateral"), which shall be security for the indemnification obligations of the Contributor under paragraph 10 hereof. Except as otherwise provided in this Amendment, the indemnification obligations of the Contributor hereunder with respect to breaches of Representations and Warranties shall be payable out of the Contributor's entire Collateral; provided, however, that the Contributor may satisfy all or any part of such indemnification obligation of the Contributor in cash if the Contributor so elects. Any Transfer by the Contributor of its Collateral shall be subject to the lien and security interest granted hereby. (2b) In the event the General Partner asserts that the Contributor has an indemnification obligation to the Partnership, the Company or the General Partner under paragraph 10 hereof, the General Partner shall deliver written notice (the "Indemnification Notice") to the Contributor describing in reasonable detail the circumstances giving rise to such obligation and the amount thereof. If, within thirty (30) days after the receipt of an Indemnification Notice, the Contributor delivers written notice to the General Partner indicating that the Contributor disputes the circumstances giving rise to or the amount of such claimed indemnification obligation, the General Partner may submit such matter for binding arbitration in accordance with the provisions of Article XIV of the Partnership Agreement by delivering a Demand Notice to the Contributor pursuant to such Article XIV. If, after receiving timely notice of a dispute hereunder from the Contributor, the General Partner fails to so submit the matter for arbitration within twenty (20) days after receipt of such notice from the Contributor, then the Contributor shall be relieved of the claimed indemnification obligation described in the Indemnification Notice. In the event the Contributor (i) receives an Indemnification Notice and fails fail to timely deliver notice to the General Partner of their its dispute as to the indemnification obligation and fails to make payment within thirty (30) days after delivery of an Indemnification Notice or (ii) has an indemnification obligation to the Partnership or the General Partner under paragraph 10 hereof as determined pursuant to Article XIV of the Partnership Agreement, and does not satisfy such obligation within ten (10) days after the decision rendered in the arbitration, then, in either event, the Partnership shall have any and all remedies of a secured creditor under the Uniform Commercial Code, and, in addition thereto, at the election of the Partnership, the Partnership shall, to the extent permitted by law, be deemed, without the payment of any further consideration or the taking of any further action required by the Contributor, to have acquired from the Contributor such portion of the Collateral as shall be equal in value (based, in the case of Partnership Units, on the Current Per Share Market Price as computed as of the date immediately preceding such deemed acquisition of the number of shares of Common Stock for which such Partnership Units could be redeemed if the General Partner assumed the redemption obligation and elected to pay the Redemption Price (as defined in Exhibit D) in shares of Common Stock --------- (assuming the ownership limits in the Articles of Incorporation would not prohibit the issuance of any such shares of Common Stock to the Contributor), and, in the case of shares of Common Stock, on the Current Per Share Common Stock Price computed as of the date immediately preceding such deemed acquisition) to the amount recoverable from the Contributor under paragraph 10 hereof. In the event the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the General Partner shall deliver written notice to the Contributor within ten (10) days thereafter identifying the specific Collateral acquired and, if such Collateral consists of Partnership Units, the Percentage Interests of the Contributor following such acquisition. Unless and until the Partnership shall have acquired from the Contributor any Collateral pursuant to this paragraph 11, the Contributor shall retain all rights with respect to the Collateral not expressly limited herein or in the Partnership Agreement, including, without limitation, rights to distributions provided for in the Partnership Agreement and rights to dividends on shares of Common Stock. The Contributor hereby agrees to take any and all actions and to execute and deliver any and all documents or instruments necessary to perfect the security interest created by this Amendment, including delivering the certificates representing the Partnership Units or shares of Common Stock to the General Partner. (3c) On the first day immediately following the expiration of the Survival Period as defined in paragraph 9 hereof (or, if a Notice of Breach has been delivered to the Contributor prior to such date, then on the first day immediately following the resolution of such Notice of Breach) the Contributor will be relieved of the restrictions on transferability provided for by this Amendment (except that the transfer restrictions contained in the Partnership Agreement shall continue) and the security interest in the Collateral shall terminate without further action, and the Partnership, at the request of the Contributor, shall promptly execute and deliver any document or instrument reasonably requested by the Contributor to evidence such termination.