Common use of Acknowledgment of Pledge Clause in Contracts

Acknowledgment of Pledge. a. HCPI and the Down REIT Sub hereby agree, acknowledge and approve, as being subject to, but complying with Section 11.3 of the LLC Agreement, (i) the grant by Pledgor to Lender of a security interest in the Collateral pursuant to the Loan, and (ii) subject to Section 7.a below, the Transfer, to Lender or other purchaser at foreclosure, of the Pledged Units upon foreclosure (or transfer in lieu of foreclosure, with each reference herein to foreclosure to include such a transfer) thereon by Lender under or pursuant to the Loan; provided, however, that such acknowledgement and approval of the Down REIT Sub is not, and shall not be construed to be, the consent to or approval of any other Transfer in the event Lender or other purchaser at foreclosure becomes the owner of any of the Pledged Units. HCPI agrees to note in its and the Down REIT Sub’s books and records that the Pledgor has granted to Lender a security interest in the Collateral and agrees that upon delivery to HCPI by Lender of the Certificates evidencing ownership of the Pledged Units, together with original unit powers duly executed by Pledgor in blank in the form attached hereto as Exhibit B, if requested by Lender, HCPI will register in its books and records, or the books and records of the Down REIT Sub, ownership of such Pledged Units in the name of Lender or its nominee. HCPI agrees that it will not register the Pledged Units (or any entitlement to any dividend, distribution or other proceeds thereof) into the name of any person other than Pledgor or recognize any person other than Pledgor as the owner of such Pledged Units, without the prior written consent of Lender. b. HCPI and the Down REIT Sub agree that notwithstanding Section 11.3.D of the LLC Agreement, they will not require an opinion of counsel in order for the Down REIT Sub and HCPI to recognize the Pledgor’s pledge of the Pledged Units and the grant of a security interest to Lender in the Collateral. c. HCPI and the Down REIT Sub hereby acknowledge receipt of copies of the Instructions to Register Security Interest attached hereto as Exhibit C (the “Instructions”) and the notice of Lender’s security interest contained therein and agree to comply with the terms of the Instructions. d. HCPI and the Down REIT Sub hereby agree that by virtue of Lender holding a security interest in the Pledged Units (i) Lender does not and shall not become a Substituted Member under Section 11.4 of the LLC Agreement unless and until Lender forecloses on the Pledged Units and (ii) Lender does not and shall not undertake any obligations or liabilities of Pledgor of any nature whatsoever pertaining to the Pledged Units or under the LLC Agreement, both before or after any foreclosure by Lender on the Pledged Units. e. HCPI and the Down REIT Sub acknowledge and agree that upon the execution and delivery to Lender by the Pledgor of this Agreement, the Loan and all schedules hereto and thereto to which the Pledgor is a party, and the Certificates, the Pledgor will not be required to sign any other documents or take any other action with respect to the Transfer of the Pledged Units to Lender in connection with the exercise of Lender’s rights under this Agreement. f. The parties acknowledge and agree that Lender and Borrower may from time to time further modify the Loan, including by way of adding additional entities as pledgors thereunder and/or by adding additional Non-Managing Member Units as Pledged Units. Any such additional entities added as pledgors and/or any existing pledgors who pledge additional Pledged Units shall concurrently acknowledge their status as parties to this Agreement on such terms and with the same force and effect as if each such entity had originally executed and delivered same. Lender shall give written notice thereof to the Down REIT Sub, HCPI and each pledgor contemporaneously with any such modification of the Loan; no written consent or other acknowledgement shall be required from any entity to which such notice is sent as a condition to the effectiveness of the foregoing. Such notice shall include such further amendment and restatement of Exhibit A and Exhibit C to this Agreement as necessary in order to reflect the Certificates corresponding to additional Pledged Units of each such entity added as an additional pledgor and/or the additional Pledged Units of each such existing pledgor. Following such notification from Lender, each reference to “Pledgor” in this Agreement shall be understood to include for all purposes any such entity so added to the Loan.

Acknowledgment of Pledge. a. HCPI With respect to any Investment Property issued by a Grantor which at any time is owned by a Grantor and constitutes an uncertificated security as defined by the Down REIT Sub hereby agreeUCC, acknowledge such issuing Grantor will comply with instructions originated by the Administrative Agent without further consent by the registered owner thereof. All shares of Equity Interests issued by a Grantor at any time owned by a Grantor, and approveall options, as being subject warrants and similar rights, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, but complying with such owning Grantor, shall be delivered directly to Administrative Agent, for the account of such owning Grantor, at the Administrative Agent’s address specified in Section 11.3 of 3.3 hereof. If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall immediately notify the LLC AgreementAdministrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (i) upon the grant by Pledgor to Lender occurrence and continuance of a security interest in the Collateral pursuant to the Loanan Event of Default, and cause such securities intermediary or (ii) subject to Section 7.a below, the Transfer, to Lender or other purchaser at foreclosure, of the Pledged Units upon foreclosure (or transfer in lieu of foreclosure, with each reference herein to foreclosure to include such a transfer) thereon by Lender under or pursuant to the Loan; provided, however, that such acknowledgement and approval of the Down REIT Sub is not, and shall not be construed to be, the consent to or approval of any other Transfer in the event Lender or other purchaser at foreclosure becomes the owner of any of the Pledged Units. HCPI agrees to note in its and the Down REIT Sub’s books and records that the Pledgor has granted to Lender a security interest in the Collateral and agrees that upon delivery to HCPI by Lender of the Certificates evidencing ownership of the Pledged Units, together with original unit powers duly executed by Pledgor in blank in the form attached hereto as Exhibit B, if requested by Lender, HCPI will register in its books and records, or the books and records of the Down REIT Sub, ownership of such Pledged Units in the name of Lender or its nominee. HCPI agrees that it will not register the Pledged Units (or any entitlement to any dividend, distribution or other proceeds thereof) into the name of any person other than Pledgor or recognize any person other than Pledgor as the owner of such Pledged Units, without the prior written consent of Lender. b. HCPI and the Down REIT Sub agree that notwithstanding Section 11.3.D of the LLC Agreement, they will not require an opinion of counsel in order for the Down REIT Sub and HCPI case may be) commodity intermediary to recognize the Pledgor’s pledge of the Pledged Units and the grant of a security interest to Lender in the Collateral. c. HCPI and the Down REIT Sub hereby acknowledge receipt of copies of the Instructions to Register Security Interest attached hereto as Exhibit C (the “Instructions”) and the notice of Lender’s security interest contained therein and agree to comply with entitlement orders or other instructions from the terms Administrative Agent to such securities intermediary as to such securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Instructions. d. HCPI and the Down REIT Sub hereby agree that by virtue of Lender holding a security interest Administrative Agent to such commodity intermediary, in the Pledged Units (i) Lender does not and shall not become a Substituted Member under Section 11.4 of the LLC Agreement unless and until Lender forecloses on the Pledged Units and each case without such Grantor or its nominee’s further consent, or (ii) Lender does not and shall not undertake any obligations or liabilities of Pledgor of any nature whatsoever pertaining to the Pledged Units or under the LLC Agreement, both before or after any foreclosure by Lender on the Pledged Units. e. HCPI and the Down REIT Sub acknowledge and agree that upon the execution occurrence and delivery continuance of an Event of Default, in the case of Investment Property held through a securities intermediary, arrange for the Administrative Agent to Lender by become the Pledgor of this Agreement, the Loan and all schedules hereto and thereto to which the Pledgor is a party, and the Certificates, the Pledgor will not be required to sign any other documents or take any other action entitlement holder with respect to the Transfer of the Pledged Units to Lender in connection such Investment Property, with such Grantor being permitted, only with the Administrative Agent’s consent, to exercise rights to withdraw or otherwise deal with such Investment Property. The provisions of Lender’s rights under this Agreementsection shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary. f. The parties acknowledge and agree that Lender and Borrower may from time to time further modify the Loan, including by way of adding additional entities as pledgors thereunder and/or by adding additional Non-Managing Member Units as Pledged Units. Any such additional entities added as pledgors and/or any existing pledgors who pledge additional Pledged Units shall concurrently acknowledge their status as parties to this Agreement on such terms and with the same force and effect as if each such entity had originally executed and delivered same. Lender shall give written notice thereof to the Down REIT Sub, HCPI and each pledgor contemporaneously with any such modification of the Loan; no written consent or other acknowledgement shall be required from any entity to which such notice is sent as a condition to the effectiveness of the foregoing. Such notice shall include such further amendment and restatement of Exhibit A and Exhibit C to this Agreement as necessary in order to reflect the Certificates corresponding to additional Pledged Units of each such entity added as an additional pledgor and/or the additional Pledged Units of each such existing pledgor. Following such notification from Lender, each reference to “Pledgor” in this Agreement shall be understood to include for all purposes any such entity so added to the Loan.