Common use of iStar Representative Clause in Contracts

iStar Representative. (i) For so long as iStar Financial Inc. (“iStar”) or one of its controlled Affiliates owns shares of Series E Preferred Stock or Series E Preferred Partnership Units, iStar shall hereby be designated as the “iStar Representative.” Each initial and subsequent transferee of shares of Series E Preferred Stock or Series E Preferred Partnership Units originally held by iStar (the “iStar Group Shares” and the holders thereof the “iStar Group Holders”) shall, without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, be deemed to have approved the designation of iStar as the “iStar Representative,” and without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, the “iStar Representative” is hereby appointed as agent and attorney-in-fact for each iStar Group Holder, for and on behalf of each iStar Group Holder, to (i) receive any request from the General Partner or the Partnership for a consent, waiver or approval under this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementary from the iStar Group Holders; (ii) deliver to the General Partner and the Partnership any instrument evidencing such iStar Group Holder’s assent to a request of the General Partner or the Partnership described in subclause (i); and (iii) to take other actions required to be taken by the Representatives under this Designation of Series E Preferred Partnership Units or the Series E Articles Supplementary. Each iStar Group Holder hereby agrees to receive correspondence from the iStar Representative, including in electronic form. In iStar’s sole discretion, iStar may designate a new “iStar Representative” by delivering written notice of such designation to the General Partner and the BREDS Representative and, upon receipt of such written notice and an acknowledgment from such Person of its desire to serve as the “iStar Representative,” such Person shall automatically be appointed the “iStar Representative” without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership. (ii) The iStar Representative shall incur no liability to the General Partner, the Partnership, the iStar Group Holders or any other stockholder of the General Partner or partner of the Partnership with respect to any act or omission of the iStar Representative, or any action taken or suffered in reliance upon any notice, direction, instruction, consent, statement or other document believed by the iStar Representative to be genuine and to have been signed by the proper Person; and the iStar Representative shall have no responsibility to determine the authenticity of any such document or signature. In all questions arising in respect of its actions or omissions, the iStar Representative may rely on the advice of counsel, and the iStar Representative shall not be liable to the General Partner, the Partnership, the iStar Group Holders or any other Person for anything done, omitted or suffered in good faith by the iStar Representative based on such advice. The iStar Representative undertakes to perform such duties and only such duties as are specifically set forth above and no implied duties or obligations shall be read into this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementary against the iStar Representative. The iStar Group Holders shall indemnify, defend and hold harmless the iStar Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the iStar Representative pursuant to the terms hereof. (iii) In the event that the iStar Representative and its controlled Affiliates cease to hold any shares of Series E Preferred Stock or Series E Preferred Partnership Units, or the iStar Representative becomes unable or unwilling to continue in its capacity as the iStar Representative, a majority-in-interest of the iStar Group Holders shall, by written consent, appoint a new Representative. The newly appointed Representative shall deliver notice of his or her appointment to the General Partner as soon as practicable and shall become the iStar Representative. Such appointment will be effective upon the later of the date indicated in the consent or the date such notice is received by the General Partner.

iStar Representative. (i) For so long as iStar Financial Inc. (“iStar”) or one of its controlled Affiliates owns shares of Series E D Preferred Stock or Series E D Preferred Partnership Units, iStar shall hereby be designated as the “iStar Representative.” Each initial and subsequent transferee of shares of Series E D Preferred Stock or Series E D Preferred Partnership Units originally held by iStar (the “iStar Group Shares” and the holders thereof the “iStar Group Holders”) shall, without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, be deemed to have approved the designation of iStar as the “iStar Representative,” and without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership, the “iStar Representative” is hereby appointed as agent and attorney-in-fact for each iStar Group Holder, for and on behalf of each iStar Group Holder, to (i) receive any request from the General Partner or the Partnership for a consent, waiver or approval under this Designation of Series E D Preferred Partnership Units or the Series E Preferred D Articles Supplementary from the iStar Group Holders; (ii) deliver to the General Partner and the Partnership any instrument evidencing such iStar Group Holder’s assent to a request of the General Partner or the Partnership described in subclause (i); and (iii) to take other actions required to be taken by the Representatives under this Designation of Series E D Preferred Partnership Units or the Series E D Articles Supplementary. Each iStar Group Holder hereby agrees to receive correspondence from the iStar Representative, including in electronic form. In iStar’s sole discretion, iStar may designate a new “iStar Representative” by delivering written notice of such designation to the General Partner and the BREDS Representative and, upon receipt of such written notice and an acknowledgment from such Person of its desire to serve as the “iStar Representative,” such Person shall automatically be appointed the “iStar Representative” without further act of the General Partner, the Partnership or of any stockholder of the General Partner or partner of the Partnership. (ii) The iStar Representative shall incur no liability to the General Partner, the Partnership, the iStar Group Holders or any other stockholder of the General Partner or partner of the Partnership with respect to any act or omission of the iStar Representative, or any action taken or suffered in reliance upon any notice, direction, instruction, consent, statement or other document believed by the iStar Representative to be genuine and to have been signed by the proper Person; and the iStar Representative shall have no responsibility to determine the authenticity of any such document or signature. In all questions arising in respect of its actions or omissions, the iStar Representative may rely on the advice of counsel, and the iStar Representative shall not be liable to the General Partner, the Partnership, the iStar Group Holders or any other Person for anything done, omitted or suffered in good faith by the iStar Representative based on such advice. The iStar Representative undertakes to perform such duties and only such duties as are specifically set forth above and no implied duties or obligations shall be read into this Designation of Series E D Preferred Partnership Units or the Series E Preferred D Articles Supplementary against the iStar Representative. The iStar Group Holders shall indemnify, defend and hold harmless the iStar Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the iStar Representative pursuant to the terms hereof. (iii) In the event that the iStar Representative and its controlled Affiliates cease to hold any shares of Series E D Preferred Stock or Series E D Preferred Partnership Units, or the iStar Representative becomes unable or unwilling to continue in its capacity as the iStar Representative, a majority-in-interest of the iStar Group Holders shall, by written consent, appoint a new Representative. The newly appointed Representative shall deliver notice of his or her appointment to the General Partner as soon as practicable and shall become the iStar Representative. Such appointment will be effective upon the later of the date indicated in the consent or the date such notice is received by the General Partner.

iStar Representative. (i) For so long as iStar Financial Inc. (“iStar”) or one of its controlled Affiliates owns shares of Series D Preferred Stock, Series D Preferred Partnership Units, Series E Preferred Stock or Series E Preferred Partnership Units, iStar Financial shall hereby be designated as the “iStar Representative.” Each initial and subsequent transferee of shares of Series E D Preferred Stock or Series E Preferred Partnership Units Stock originally held by iStar Financial (the “iStar Group Shares” and the holders thereof the “iStar Group Holders”) shall, without further act of the General Partner, the Partnership Company or of any stockholder of the General Partner or partner of the PartnershipCompany, be deemed to have approved the designation of iStar Financial as the “iStar Representative,” and without further act of the General Partner, the Partnership Company or of any stockholder of the General Partner or partner of the PartnershipCompany, the “iStar Representative” is hereby appointed as agent and attorney-in-fact for each iStar Group Holder, for and on behalf of each iStar Group Holder, to (ix) receive any request from the General Partner or the Partnership Company for a consent, waiver or approval under this Designation of Series E Preferred Partnership Units or the Series E Preferred Articles Supplementary hereunder from the iStar Group Holders; (iiy) deliver to the General Partner and the Partnership Company any instrument evidencing such iStar Group Holder’s Holders’ assent to a request of the General Partner or the Partnership Company described in subclause clause (ix); and (iiiz) to take other actions required to be taken by the Representatives under this Designation of Series E Preferred Partnership Units or the Series E Articles Supplementaryhereunder. Each iStar Group Holder hereby agrees to receive correspondence from the iStar Representative, including in electronic form. In iStariStar Financial’s sole discretion, iStar Financial may designate a new “iStar Representative” by delivering written notice of such designation to the General Partner Company and the BREDS Representative and, upon receipt of such written notice and an acknowledgment from such Person of its desire to serve as the “iStar Representative,” such Person shall automatically be appointed the “iStar Representative” without further act of the General Partner, the Partnership Company or of any stockholder of the General Partner or partner of the PartnershipCompany. (ii) The iStar Representative shall incur no liability to the General Partner, the PartnershipCompany, the iStar Group Holders or any other stockholder of the General Partner or partner of the Partnership Company with respect to any act or omission of the iStar Representative, or any action taken or suffered in reliance upon any notice, direction, instruction, consent, statement or other document believed by the iStar Representative to be genuine and to have been signed by the proper Person; and the iStar Representative shall have no responsibility to determine the authenticity of any such document or signature. In all questions arising in respect of its actions or omissions, the iStar Representative may rely on the advice of counsel, and the iStar Representative shall not be liable to the General Partner, the PartnershipCompany, the iStar Group Holders or any other Person for anything done, omitted or suffered in good faith by the iStar Representative based on such advice. The iStar Representative undertakes to perform such duties and only such duties as are specifically set forth above and no implied duties or obligations shall be read into this Designation of Series E Preferred Partnership Units or the Series E D Preferred Articles Supplementary Terms against the iStar Representative. The iStar Group Holders shall indemnify, defend and hold harmless the iStar Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the iStar Representative pursuant to the terms hereof. (iii) In the event that the iStar Representative and its controlled Affiliates cease to hold any shares of Series D Preferred Stock, Series D Preferred Partnership Units, Series E Preferred Stock or Series E Preferred Partnership Units, or the iStar Representative becomes unable or unwilling to continue in its capacity as the iStar Representative, a majority-in-in- interest of the iStar Group Holders shall, by written consent, appoint a new iStar Representative. The newly appointed Representative representative shall deliver notice of his or her appointment to the General Partner Company as soon as practicable and shall become the iStar Representative. Such appointment will be effective upon the later of the date indicated in the consent or the date such notice is received by the General PartnerCompany.