Common use of Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events Clause in Contracts

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until a Claim Notice has been properly issued, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereof) execute, or cause to be executed, from time to time such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (b) Unless and until a Claim Notice has been properly issued, the Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Interests or other securities, distributions in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral, and the Pledgee shall have no rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part of the Collateral under this Agreement and thereafter subject to the terms hereof relating to such Collateral.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of the Pledgor, such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (b) Unless and until a Until the Independent Directors of the Company reasonably determine that the outstanding Claims asserted by the Indemnified Parties in one or more Claim Notice has been properly issuedNotices may equal or exceed the value of the Collateral then available to satisfy such Claims, the Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Partnership Interests or other securities, distributions in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral. (c) Notwithstanding anything contained in this Agreement to the contrary, and except with the Pledgee shall have no rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part prior consent of the Collateral Pledgee, until such time as the Pledge Period has expired, the Pledgor shall not have the right to exercise any of its redemption rights under this Section 15.1 of the OP Agreement and thereafter subject with respect to the terms hereof relating to such Collateralany Pledged Interests.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of the Pledgor, such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (b) Unless and until a Until the Independent Directors of the Company reasonably determine that the outstanding Claims asserted by the Indemnified Parties in one or more Claim Notice has been properly issuedNotices may equal or exceed the value of the Collateral then available to satisfy such Claims, the Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Partnership Interests or other securities, distributions in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral. (c) Notwithstanding anything contained in this Agreement to the contrary, and except with the Pledgee shall have no rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part prior consent of the Collateral Pledgee, until such time as the Pledge Period (or any Extended Pledge Period as may be applicable) has expired, the Pledgor shall not have the right to exercise any of its redemption rights under this Section 15.1 of the OP Agreement and thereafter subject with respect to the terms hereof relating to such Collateralany Pledged Interests.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (ai) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the each Pledgor shall be entitled to exercise, as it shall think fit, but in its sole discretion but a manner in the judgment of the Pledgee not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of such Pledgor, such proxies or other instruments in favor of the such Pledgor or its nominee nominee, in such form and for such purposes as shall be reasonably required and by such Pledgor and, if such Pledgor is an entity, shall be specified in writing by the Pledgora written request therefor of its President or a Vice-President, to enable the Pledgor it to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (bii) Unless and until a Until the Independent Directors of the Company reasonably determine that the outstanding Claims asserted by the Indemnified Parties in one or more Claim Notice has been properly issuedNotices may equal or exceed the value of the Collateral then available to satisfy such Claims, the each Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Partnership Interests or other securities, distributions in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral. (iii) Notwithstanding anything contained in this Agreement to the contrary, and except with the Pledgee prior consent of the Pledgee, until such time as this Agreement is terminated, no Pledgor shall have no the right to exercise any of its redemption rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part under Section 8.6 of the Collateral under this Agreement and thereafter subject to the terms hereof relating to such CollateralOperating Partnership Agreement.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the each Pledgor shall be entitled to exercise, as it shall think fit, but in its sole discretion but a manner in the judgment of the Pledgee not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of such Pledgor, such proxies or other instruments in favor of the such Pledgor or its nominee nominee, in such form and for such purposes as shall be reasonably required and by such Pledgor and, if such Pledgor is an entity, shall be specified in writing by the Pledgora written request therefor of its President or a Vice-President, to enable the Pledgor it to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee; provided, then the rights granted under this Paragraph 7(a) however, that no vote shall be exercisable by Pledgee, rather than Pledgor, cast or such other action taken with respect to the Collateral having a Value equal which would (x) impair the Collateral, (y) adversely affect the rights inuring to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining Pledgee or the rights granted hereunder relating and remedies of the Pledgee under this Agreement or the ability of the Pledgee to all exercise the same, or (z) otherwise be inconsistent with or result in any violation of any provision of the Contribution Agreement, this Agreement or any other Collateraldocuments ancillary or related thereto. (b) Unless and until a Until the Independent Directors of the Company reasonably determine that all or part of the Collateral may reasonably be needed to satisfy the outstanding Claims asserted by the Indemnified Parties in one or more Claim Notice has been properly issuedNotices, the each Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Partnership Interests or other securities, distributions in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral, and the Pledgee shall have no rights in . Upon a determination that all or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part of the Collateral under this Agreement may reasonably be needed to satisfy such a Claim, the Pledgee, as determined in the sole discretion of the Independent Directors, shall be entitled to receive and thereafter subject retain for its own account or hold in trust for the account of Pledgor until resolution of the Claim, any and all regular cash distributions and interest at any time and from time to the terms hereof relating to time paid upon any of such Collateral. (c) Notwithstanding anything contained in this Agreement to the contrary, except with the prior consent of the Pledgee, until such time as this Agreement is terminated, no Pledgor shall have the right to exercise any of its redemption rights under [Section 8.6] of the OP Agreement.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of the Pledgor, such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (b) Unless and until a Claim Notice has been properly issued, the The Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Partnership Interests or other securities, distributions in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral. (c) Notwithstanding anything contained in this Agreement to the contrary, and except with the Pledgee shall have no rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part prior consent of the Collateral Pledgee, until such time as the Pledge Period has expired, the Pledgor shall not have the right to exercise any of its redemption rights under this Section 8.5 of the OP Agreement and thereafter subject with respect to the terms hereof relating to such Collateralany Pledged Interests.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of the Pledgor, such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (b) Unless and until a Claim Notice has been properly issued, the The Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Partnership Interests or other securities, distributions in kind or liquidating distributions, all of which (other than any Special Distribution) shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral. (c) Notwithstanding anything contained in this Agreement to the contrary, and except with the Pledgee shall have no rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part prior consent of the Collateral Pledgee, until such time as the Pledge Period has expired, the Pledgor shall not have the right to exercise any of its redemption rights under this Section 8.5 of the OP Agreement and thereafter subject with respect to the terms hereof relating to such Collateralany Pledged Interests.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of the Pledgor, such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (b) Unless and until a Claim Notice has been properly issued, the The Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Partnership Interests or other securities, distributions in kind or liquidating distributions, all of which shall be delivered to the Escrow Agent and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral. (c) Notwithstanding anything contained in this Agreement to the contrary, and except with the Pledgee shall have no rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part prior consent of the Collateral Pledgee, until such time as the Pledge Period has expired, the Pledgor shall not have the right to exercise any of its redemption rights under this Section 8.5 of the OP Agreement and thereafter subject with respect to the terms hereof relating to such Collateralany Pledged Interests.

Voting Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. (a) Unless and until Until Collateral may be applied to satisfy a Claim Notice has been properly issuedSecured Obligation hereunder, the each Pledgor shall be entitled to exercise, as it shall think fit, but in its sole discretion but a manner in the judgment of the Pledgee not inconsistent with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereofnominee) execute, execute or cause to be executed, executed from time to time time, at the expense of such Pledgor, such proxies or other instruments in favor of the such Pledgor or its nominee nominee, in such form and for such purposes as shall be reasonably required and by such Pledgor and, if such Pledgor is an entity, shall be specified in writing by the Pledgora written request therefor of its President or a Vice-President, to enable the Pledgor it to exercise such voting power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating to all other Collateral. (b) Unless and until a Until the Independent Trust Managers of the REIT reasonably determine that the outstanding claims for indemnification asserted by the Pledgee in one or more Claim Notice has been properly issuedNotices may equal or exceed the value of the Collateral then available to satisfy such claims for indemnification, the each Pledgor shall be entitled to receive and retain for its own account any and all regular cash distributions (but not distributions in the form of Additional Interests partnership interests in the Operating Partnership ("Partnership Interests") or other securities, distributions in kind securities or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest at any time and from time to time paid upon any of such Collateral. (c) Notwithstanding anything contained in this Agreement to the contrary, and except with the Pledgee prior consent of the Pledgee, until such time as this Agreement is terminated, no Pledgor shall have no the right to exercise any of its redemption rights in or to same by virtue of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part under Section 8.6 of the Collateral under this Agreement and thereafter subject to the terms hereof relating to such CollateralOperating Partnership Agreement.