Common use of Change of Control/Change in Management Clause in Contracts

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 25% of the total voting power of the then outstanding voting stock of the Borrower; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Borrower (together with any new Trustees whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees then still in office who were either Trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Borrower then in office; or (iii) If ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ both cease for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Lender within a period of 60 days; (iv) If the Advisor (or any other entity wholly owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable to the Lender) shall cease to be the advisor of the Borrower.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than ▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 2550.0% of the total voting power of the then then-outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement FourthSixth Amendment Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees Directors of the Borrower (together with any new Trustees directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees directors then still in office who were either Trustees directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees Directors of the Borrower then in office; or (iii) If ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ both cease ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Lender Administrative Agent within a period of 60 180 days; (iv) If the Advisor (or any other entity wholly owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable to the Lender) shall cease to be the advisor of the Borrower.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than ▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial NAI-1502661059v7 99 ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 2550.0% of the total voting power of the then outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Trustees Directors of the Borrower (together with any new Trustees directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees directors then still in office who were either Trustees directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees Directors of the Borrower then in office; or (iii) If ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ both cease ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Lender Administrative Agent within a period of 60 180 days; (iv) If the Advisor (or any other entity wholly owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable to the Lender) shall cease to be the advisor of the Borrower.

Change of Control/Change in Management. (i) Any (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))) other than C▇▇▇▇ ▇▇▇▇▇▇▇ and/or his Affiliates, successors, estate beneficiaries or assigns, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of timetime ), directly or indirectly, of more greater than 25% forty percent (40%) of the total voting power of the then outstanding voting stock of the Borrower; Borrower or (iiB) During during any period of 12 twelve (12) consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees Directors of the Borrower (together with any new Trustees directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees directors then still in office who were either Trustees directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than death or mental or physical disability) to constitute a majority of the Board of Trustees Directors of the Borrower then in office; or (iiiii) If more than one of C▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇ ▇▇▇▇▇▇ and H▇. ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ both cease for any reason to be principally involved in the senior management of the Borrower, and (in the case of vacancies caused by resignation, death or incapacity) Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Lender Requisite Lenders within a period of 60 one-hundred eighty (180) days; (iv) If the Advisor (or any other entity wholly owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable to the Lender) shall cease to be the advisor of the Borrower.

Change of Control/Change in Management. (i) Any “Except as provided in subsection (v) below, any "person” " or “"group” " (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")), ) is or becomes the “"beneficial owner” " (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “"beneficial ownership” " of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 2525.0% of the total voting power of the then outstanding voting stock Voting Stock of (A) at any time prior to the BorrowerReorganization, APF and (B) at any time following the Reorganization, the New REIT; (ii) During any twelve-month period of 12 consecutive months ending (commencing either before or after the Agreement Date), individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Borrower (together with any new Trustees whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees then still in office who were either Trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees Directors/Managing Partners of APF shall no longer be composed of individuals (x) who were members of such Board of Directors/Managing Partners on the Borrower then first date of such period, (y) whose election or nomination to such Board of Directors was approved by individuals referred to in office; orclause (x) above constituting at the time of such election or nomination at least a majority of such Board of Directors or (z) whose election or nomination to such Board of Directors was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of such Board of Directors; (iii) If either (A) J▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. shall cease for any reason (including death or disability) to occupy and discharge the responsibilities of the positions of Chairman of the Board or Chief Executive Officer or (B) both of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇M▇▇▇▇▇▇ both ▇▇▇▇ shall cease for any reason (including death or disability) to be principally involved in occupy and discharge the senior management responsibilities of the Borrowerpositions of Vice Chairman of the Board, and the Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable or Specified Executive Officer (as hereinafter defined), respectively, of (X) at any time prior to the Lender within a period Reorganization, APF or of 60 days; (iv) If both the Advisor (or any other entity wholly owned by Parents as to M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable only and (Y) at any time following the Reorganization, the New REIT (for purposes hereof "Specified Executive Officer" shall mean Senior Vice President prior to the Lender) shall cease to be Reorganization and Chief Operating Officer following the advisor of the Borrower.Reorganization); or

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than ▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 2550.0% of the total voting power of the then then-outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement AgreementThird Amendment Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees Directors of the Borrower (together with any new Trustees directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees directors then still in office who were either Trustees directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees Directors of the Borrower then in office; or (iii) If ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ both cease ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Lender Administrative Agent within a period of 60 180 days; (iv) If the Advisor (or any other entity wholly owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable to the Lender) shall cease to be the advisor of the Borrower.

Change of Control/Change in Management. (i) Any (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))) other than ▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or his Affiliates, successors, estate beneficiaries or assigns, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of timetime ), directly or indirectly, of more greater than 25% forty percent (40%) of the total voting power of the then outstanding voting stock of the Borrower; Borrower or (iiB) During during any period of 12 twelve (12) consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees Directors of the Borrower (together with any new Trustees directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees directors then still in office who were either Trustees directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than death or mental or physical disability) to constitute a majority of the Board of Trustees Directors of the Borrower then in office; or (iiiii) If more than two of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ both cease for any reason to be principally involved in the senior management of the Borrower, and (in the case of vacancies caused by resignation, death or incapacity) Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Lender Requisite Lenders within a period of 60 one-hundred eighty (180) days; (iv) If the Advisor (or any other entity wholly owned by . For purposes of this Agreement, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇’▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable to the Lender) shall cease to be the advisor position as Chairman of the Borrower’s Board of Directors is considered senior management.

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than ▇▇▇▇ ▇. ▇▇▇▇▇ or a group controlled by ▇▇▇▇ ▇. ▇▇▇▇▇, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 2550.0% of the total voting power of the then then-outstanding voting stock of the Borrower;; or (ii) During any period of 12 consecutive months ending after the Agreement ThirdFourth Amendment Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees Directors of the Borrower (together with any new Trustees directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the Trustees directors then still in office who were either Trustees directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees Directors of the Borrower then in office; or (iii) If ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ both cease ceases for any reason to be principally involved in the senior management of the Borrower, and the Borrower shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Lender Administrative Agent within a period of 60 180 days; (iv) If the Advisor (or any other entity wholly owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another advisor reasonably acceptable to the Lender) shall cease to be the advisor of the Borrower.