Common use of Remedies with Respect to Collateral Clause in Contracts

Remedies with Respect to Collateral. (a) If any Pledgor fails to pay or perform any Secured Obligation when due, the Operating Partnership and/or the Company, without obligation to resort to any other security (other than insurance proceeds, if any, as contemplated in Section 2.3(c) of the Indemnification Agreement), shall have the right at any time and from time to time to receive all or any part of the Collateral with a value equal to the amount of such Secured Obligation, and all right, title and interest, claim and demand therein and right of redemption thereof and to sell the Collateral in any manner permitted by the Uniform Commercial Code as in effect in the State of Delaware (the “UCC”). (b) Notwithstanding anything to the contrary in this Agreement, the sole recourse of the Operating Partnership and the Company against any Pledgor for the Secured Obligations and the obligations of each such Pledgor under this Agreement is limited to the rights of such Pledgor in any such Collateral that is applied to satisfy a Secured Obligation. The parties hereto acknowledge and agree that the Pledgor OP Units and/or the Pledgor Common Shares pledged by each Pledgor pursuant to the terms of this Agreement shall be released to satisfy the obligations under this Agreement on a pro rata basis from each Pledgor based on such Pledgor’s Pro Rata Share (as defined in the Indemnification Agreement). (c) No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any transfer of Collateral to the Operating Partnership and/or the Company pursuant to this Agreement. (d) Each of the Pledgors, the Company and the Operating Partnership agree to treat, to the extent permitted by applicable law, any application of the Collateral in discharge of any Secured Obligations as a non-taxable adjustment to the portion of the consideration received by any such Pledgor as a result of the transactions contemplated by the Merger Agreements in the form of OP Units and/or Common Shares for U.S. federal income tax purposes. (e) The rights of the Operating Partnership and the Company under this Agreement shall not be conditioned or contingent upon the pursuit by the Operating Partnership or the Company of any right or remedy against the Operating Partnership or the Company or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither the Operating Partnership nor the Company shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (f) The Pledgors recognize that the Operating Partnership and the Company may be unable to effect a public sale of the Collateral by reason of certain provisions contained in the Securities Act of 1933, as amended, and applicable state securities laws and, under the circumstances then existing, may reasonably resort to a private sale to a registered group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account for investment and not with a view to the distribution or resale of the Collateral. The Pledgors agree that a private sale so made may be at a price and on other terms less favorable to the seller than if the Collateral were sold at public sale and that the Operating Partnership and the Company shall have no obligation to delay sale of the Collateral for the period of time necessary to permit the Pledgors, even if the Pledgors would agree, to register or qualify the Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. The Pledgors agree that a private sale made under the foregoing circumstances and otherwise in a commercially reasonable manner shall be deemed to have been made in a commercially reasonable manner under the UCC.

Remedies with Respect to Collateral. (a) If any Pledgor fails to pay or perform any Secured Obligation when due, the Operating Partnership and/or the Company, without obligation to resort to any other security (other than insurance proceeds, if any, as contemplated in Section 2.3(c) of the Indemnification Agreement), shall have the right at any time and from time to time to receive all or any part of the Collateral with a value equal to the amount of such Secured Obligation, and all right, title and interest, claim and demand therein and right of redemption thereof and to sell the Collateral in any manner permitted by the Uniform Commercial Code as in effect in the State of Delaware (the “UCC”). (b) Notwithstanding anything to the contrary in this Agreement, the sole recourse of the Operating Partnership and the Company against any Pledgor for the Secured Obligations and the obligations of each such Pledgor under this Agreement is limited to the rights of such Pledgor in any such Collateral that is applied to satisfy a Secured Obligation. The parties hereto acknowledge and agree that the Pledgor OP Units and/or the Pledgor Common Shares pledged by each Pledgor pursuant to the terms of this Agreement shall be released to satisfy the obligations under this Agreement on a pro rata basis from each Pledgor based on such Pledgor’s Pro Rata Share (as defined in the Indemnification Agreement). (c) No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any transfer of Collateral to the Operating Partnership and/or the Company pursuant to this Agreement. (d) Each of the Pledgors, the Company and the Operating Partnership agree to treat, to the extent permitted by applicable law, any application of the Collateral in discharge of any Secured Obligations as a non-taxable adjustment to the portion of the consideration received by any such Pledgor as a result of the transactions contemplated by the Merger Agreements Contribution Agreement in the form of OP Units and/or Common Shares for U.S. federal income tax purposes. (e) The rights of the Operating Partnership and the Company under this Agreement shall not be conditioned or contingent upon the pursuit by the Operating Partnership or the Company of any right or remedy against the Operating Partnership or the Company or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither the Operating Partnership nor the Company shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (f) The Pledgors recognize that the Operating Partnership and the Company may be unable to effect a public sale of the Collateral by reason of certain provisions contained in the Securities Act of 1933, as amended, and applicable state securities laws and, under the circumstances then existing, may reasonably resort to a private sale to a registered group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account for investment and not with a view to the distribution or resale of the Collateral. The Pledgors agree that a private sale so made may be at a price and on other terms less favorable to the seller than if the Collateral were sold at public sale and that the Operating Partnership and the Company shall have no obligation to delay sale of the Collateral for the period of time necessary to permit the Pledgors, even if the Pledgors would agree, to register or qualify the Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. The Pledgors agree that a private sale made under the foregoing circumstances and otherwise in a commercially reasonable manner shall be deemed to have been made in a commercially reasonable manner under the UCC.

Remedies with Respect to Collateral. (a) If any Pledgor fails to pay or perform any Secured Obligation when dueUpon the occurrence and during the continuance of a Termination Event, the Operating Partnership and/or the Company, without obligation to resort to any other security (other than insurance proceeds, if any, as contemplated in Section 2.3(c) of the Indemnification Agreement), Agent shall have the right at any time rights and from time to time to receive all remedies of a secured party under the UCC in effect on the date thereof; provided that the Agent may not sell, lease or any part dispose of the Collateral with a value equal unless Borrower shall fail to pay when due (i) any portion or all of the principal of the Aggregate Advances within two (2) Business Days after the Final Payment Date, or (ii) any interest on the Aggregate Advances and such failure shall continued unremedied for 5 Business Days. Notwithstanding the foregoing or anything contained herein to the amount contrary, the Agent shall, upon the occurrence and during the continuance of such Secured Obligationa Termination Event, be entitled to exercise all rights and all rightremedies available to it under the Program Documents and at law, title including without limitation its right to withdraw Collections from the Collection Accounts and interest, claim the Lock-Box and demand therein and right of redemption thereof and to sell the Collateral apply them as set forth in any manner permitted by the Uniform Commercial Code as in effect in the State of Delaware (the “UCC”)this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, the sole recourse Proceeds of any of the Operating Partnership Collateral and payments by Borrower during the Company against any Pledgor for existence of a Termination Event received by the Secured Obligations and Agent shall be applied by the obligations Agent in accordance with the provisions of each such Pledgor under this Agreement is limited to Section 2.08(b). In the rights of such Pledgor in any such Collateral that is applied to satisfy a Secured Obligation. The parties hereto acknowledge and agree event that the Pledgor OP Units and/or proceeds of the Pledgor Common Shares pledged by each Pledgor pursuant Collateral are not sufficient to pay the terms of this Agreement Obligations in full, Borrower shall be released to satisfy the obligations under this Agreement on a pro rata basis from each Pledgor based on such Pledgor’s Pro Rata Share (as defined in the Indemnification Agreement)remain liable for any deficiency. (c) No demandUnless and except to the extent expressly provided for to the contrary herein, advertisement the rights of the Agent specified herein shall be in addition to, and not in limitation of, Agent’s rights under the UCC, or noticeany other statute or rule of law or equity, or under any other provision of any of the Program Documents, or under the provisions of any other document, instrument or other writing executed by Borrower or any third party in favor of the Agent all of which are hereby expressly waived, shall be required in connection with any transfer of Collateral to the Operating Partnership and/or the Company pursuant to this Agreement. (d) Each of the Pledgors, the Company and the Operating Partnership agree to treat, to the extent permitted by applicable law, any application of the Collateral in discharge of any Secured Obligations as a non-taxable adjustment to the portion of the consideration received by any such Pledgor as a result of the transactions contemplated by the Merger Agreements in the form of OP Units and/or Common Shares for U.S. federal income tax purposes. (e) The rights of the Operating Partnership and the Company under this Agreement shall not be conditioned or contingent upon the pursuit by the Operating Partnership or the Company of any right or remedy against the Operating Partnership or the Company or against any other Person which may be exercised successively or become liable in respect of all or any part of the Secured Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither the Operating Partnership nor the Company shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofconcurrently. (f) The Pledgors recognize that the Operating Partnership and the Company may be unable to effect a public sale of the Collateral by reason of certain provisions contained in the Securities Act of 1933, as amended, and applicable state securities laws and, under the circumstances then existing, may reasonably resort to a private sale to a registered group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account for investment and not with a view to the distribution or resale of the Collateral. The Pledgors agree that a private sale so made may be at a price and on other terms less favorable to the seller than if the Collateral were sold at public sale and that the Operating Partnership and the Company shall have no obligation to delay sale of the Collateral for the period of time necessary to permit the Pledgors, even if the Pledgors would agree, to register or qualify the Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. The Pledgors agree that a private sale made under the foregoing circumstances and otherwise in a commercially reasonable manner shall be deemed to have been made in a commercially reasonable manner under the UCC.

Remedies with Respect to Collateral. (a) If any Pledgor fails to pay or perform any Secured Obligation when dueUpon the occurrence and during the continuance of an Event of Default, the Operating Partnership and/or the Company, without obligation to resort to any other security (other than insurance proceeds, if any, as contemplated in Section 2.3(c) of the Indemnification Agreement), Lender shall have the right at any time rights and from time to time to receive all remedies of a secured party under the UCC in effect on the date thereof. Notwithstanding the foregoing or any part of the Collateral with a value equal anything contained herein to the amount contrary, Lender shall, upon the occurrence and during the continuance of such Secured Obligationan Event of Default, be entitled to exercise all rights and all rightremedies available to it under the Program Documents and at law, title including without limitation its right to withdraw Collections from the Dollar Collection Account and interest, claim the Euro Collection Account and demand therein and right of redemption thereof and to sell the Collateral apply them as set forth in any manner permitted by the Uniform Commercial Code as in effect in the State of Delaware (the “UCC”)this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, the sole recourse Proceeds of any of the Operating Partnership Collateral and payments by Borrower during the existence of an Event of Default received by Lender shall be applied by Lender in accordance with the provisions of Section 2.08(b). In the event that the proceeds of the Collateral are not sufficient to pay the Obligations in full, Borrower (and the Company against Guarantor) shall remain liable for any Pledgor for the Secured Obligations and the obligations of each such Pledgor under this Agreement is limited to the rights of such Pledgor in any such Collateral that is applied to satisfy a Secured Obligation. The parties hereto acknowledge and agree that the Pledgor OP Units and/or the Pledgor Common Shares pledged by each Pledgor pursuant to the terms of this Agreement shall be released to satisfy the obligations under this Agreement on a pro rata basis from each Pledgor based on such Pledgor’s Pro Rata Share (as defined in the Indemnification Agreement)deficiency. (c) No demandUnless and except to the extent expressly provided for to the contrary herein, advertisement the rights of Lender specified herein shall be in addition to, and not in limitation of, Lender's rights under the UCC, or noticeany other statute or rule of law or equity, or under any other provision of any of the Program Documents, or under the provisions of any other document, instrument or other writing executed by Borrower or any third party in favor of Lender, all of which are hereby expressly waived, shall be required in connection with any transfer of Collateral to the Operating Partnership and/or the Company pursuant to this Agreement. (d) Each of the Pledgors, the Company and the Operating Partnership agree to treat, to the extent permitted by applicable law, any application of the Collateral in discharge of any Secured Obligations as a non-taxable adjustment to the portion of the consideration received by any such Pledgor as a result of the transactions contemplated by the Merger Agreements in the form of OP Units and/or Common Shares for U.S. federal income tax purposes. (e) The rights of the Operating Partnership and the Company under this Agreement shall not be conditioned or contingent upon the pursuit by the Operating Partnership or the Company of any right or remedy against the Operating Partnership or the Company or against any other Person which may be exercised successively or become liable in respect of all or any part of the Secured Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither the Operating Partnership nor the Company shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofconcurrently. (f) The Pledgors recognize that the Operating Partnership and the Company may be unable to effect a public sale of the Collateral by reason of certain provisions contained in the Securities Act of 1933, as amended, and applicable state securities laws and, under the circumstances then existing, may reasonably resort to a private sale to a registered group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account for investment and not with a view to the distribution or resale of the Collateral. The Pledgors agree that a private sale so made may be at a price and on other terms less favorable to the seller than if the Collateral were sold at public sale and that the Operating Partnership and the Company shall have no obligation to delay sale of the Collateral for the period of time necessary to permit the Pledgors, even if the Pledgors would agree, to register or qualify the Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. The Pledgors agree that a private sale made under the foregoing circumstances and otherwise in a commercially reasonable manner shall be deemed to have been made in a commercially reasonable manner under the UCC.