Common use of Exchange of Registered Pledged Units Clause in Contracts

Exchange of Registered Pledged Units. Lender shall have the right, upon written notice to the Down REIT Sub and in the name of and on behalf of Pledgor, to exercise Pledgor’s exchange rights and require HCPI to exchange all or any portion (as selected and in such order as Lender may elect in its sole discretion) of the Registered Pledged Units in accordance with Section 8.6.A of the LLC Agreement (the “Exchange Rights”). Any request for such exchange shall be made on the form of Notice of Exchange attached hereto as Exhibit F. Pledgor hereby irrevocably appoints Lender as its attorney-in-fact to exercise such Exchange Rights, and irrevocably instructs the Down REIT Sub and HCPI to honor any such exercise by Lender of the Exchange Rights. HCPI hereby agrees that upon any such exercise of the Exchange Rights, HCPI shall deliver the entire Cash Amount or REIT Shares to Lender, in each case without deduction in respect of any claim which HCPI or the Down REIT Sub may from time to time have of any nature or kind against Pledgor (other than with respect to any withholding tax obligation imposed by law on the Down REIT Sub with respect to any amount distributable or allocable to a Pledgor in respect of Registered Pledged Units, as contemplated in Section 5.3 of the LLC Agreement). In addition to the foregoing, the second sentence of Section 8.6.A of the LLC Agreement is hereby amended with respect to Lender to provide that notwithstanding the first sentence of Section 8.6.A of the LLC Agreement, after, or concurrently with, receipt by HCPI of any Default Notice, the Lender shall have the right to (i) tender Registered Pledged Units for Exchange (subject to the following terms and conditions of Section 8.6.A of the LLC Agreement) and require the Down REIT Sub to acquire up to the number of Registered Pledged Units specified in the Notice of Exchange as referred to in the definition of “Specified Exchange Date” set forth in subparagraph (c) immediately following; provided, however that Lender may tender Registered Pledged Units for Exchange hereunder once, irrespective of the aggregate market value of such Registered Pledged Units, and an unlimited number of times, provided the aggregate market value of such Registered Pledged Units is at least $1,000,000 on the date of any such Notice of Exchange. In connection with the foregoing, the definition of the term “Specified Exchange Date” in the LLC Agreement shall, with respect to Lender and only with respect to Lender, be amended to read as follows:

Exchange of Registered Pledged Units. Lender shall have the right, upon written notice to the Down REIT Sub and in the name of and on behalf of Pledgor, to exercise Pledgor’s exchange rights and require HCPI to exchange all or any portion (as selected and in such order as Lender may elect in its sole discretion) of the Registered Pledged Units in accordance with Section 8.6.A of the LLC Agreement (the “Exchange Rights”). Any request for such exchange shall be made on the form of Notice of Exchange attached hereto as Exhibit F. D. Pledgor hereby irrevocably appoints Lender as its attorney-in-fact to exercise such Exchange Rights, and irrevocably instructs the Down REIT Sub and HCPI to honor any such exercise by Lender of the Exchange Rights. HCPI hereby agrees that upon any such exercise of the Exchange Rights, HCPI shall deliver the entire Cash Amount or REIT Shares to Lender, in each case without deduction in respect of any claim which HCPI or the Down REIT Sub may from time to time have of any nature or kind against Pledgor (other than with respect to any withholding tax obligation imposed by law on the Down REIT Sub with respect to any amount distributable or allocable to a Pledgor in respect of Registered Pledged Units, as contemplated in Section 5.3 of the LLC Agreement). In addition to the foregoing, the second sentence of Section 8.6.A of the LLC Agreement is hereby amended with respect to Lender to provide that notwithstanding the first sentence of Section 8.6.A of the LLC Agreement, after, or concurrently with, receipt by HCPI of any Default Notice, the Lender shall have the right to (i) tender Registered Pledged Units for Exchange (subject to the following terms and conditions of Section 8.6.A of the LLC Agreement) and require the Down REIT Sub to acquire up to the number of Registered Pledged Units specified in the Notice of Exchange as referred to in the definition of “Specified Exchange Date” set forth in subparagraph (c) immediately following; provided, however that Lender may tender Registered Pledged Units for Exchange hereunder once, irrespective of the aggregate market value of such Registered Pledged Units, and an unlimited number of times, provided the aggregate market value of such Registered Pledged Units is at least $1,000,000 on the date of any such Notice of Exchange. In connection with the foregoing, the definition of the term “Specified Exchange Date” in the LLC Agreement shall, with respect to Lender and only with respect to Lender, be amended to read as follows:

Exchange of Registered Pledged Units. Lender shall have the right, upon written notice to the Down REIT Sub and in the name of and on behalf of Pledgor, to exercise Pledgor’s 's exchange rights and require HCPI to exchange all or any portion (as selected and in such order as Lender may elect in its sole discretion) of the Registered Pledged Units in accordance with Section 8.6.A of the LLC Agreement (the “"Exchange Rights”"). Any request for such exchange shall be made on the form of Notice of Exchange attached hereto as Exhibit F. Pledgor hereby irrevocably appoints Lender as its attorney-in-fact to exercise such Exchange Rights, and irrevocably instructs the Down REIT Sub and HCPI to honor any such exercise by Lender of the Exchange Rights. HCPI hereby agrees that upon any such exercise of the Exchange Rights, HCPI shall deliver the entire Cash Amount or REIT Shares to Lender, in each case without deduction in respect of any claim which HCPI or the Down REIT Sub may from time to time have of any nature or kind against Pledgor (other than with respect to any withholding tax obligation imposed by law on the Down REIT Sub with respect to any amount distributable or allocable to a Pledgor in respect of Registered Pledged Units, as contemplated in Section 5.3 of the LLC Agreement). In addition to the foregoing, the second sentence of Section 8.6.A of the LLC Agreement is hereby amended with respect to Lender to provide that notwithstanding the first sentence of Section 8.6.A of the LLC Agreement, after, or concurrently with, receipt by HCPI of any Default Notice, the Lender shall have the right to (i) tender Registered Pledged Units for Exchange (subject to the following terms and conditions of Section 8.6.A of the LLC Agreement) and require the Down REIT Sub to acquire up to the number of Registered Pledged Units specified in the Notice of Exchange as referred to in the definition of “"Specified Exchange Date” " set forth in subparagraph (c) immediately following; provided, however that Lender may tender Registered Pledged Units for Exchange hereunder once, irrespective of the aggregate market value of such Registered Pledged Units, and an unlimited number of times, provided the aggregate market value of such Registered Pledged Units is at least $1,000,000 on the date of any such Notice of Exchange. In connection with the foregoing, the definition of the term “"Specified Exchange Date” " in the LLC Agreement shall, with respect to Lender and only with respect to Lender, be amended to read as follows:

Exchange of Registered Pledged Units. Lender shall have the right, upon written notice to the Down REIT Sub and in the name of and on behalf of Pledgor, to exercise Pledgor’s 's exchange rights and require HCPI to exchange all or any portion (as selected and in such order as Lender may elect in its sole discretion) of the Registered Pledged Units in accordance with Section 8.6.A of the LLC Agreement (the “"Exchange Rights”"). Any request for such exchange shall be made on the form of Notice of Exchange attached hereto as Exhibit F. D. Pledgor hereby irrevocably appoints Lender as its attorney-in-fact to exercise such Exchange Rights, and irrevocably instructs the Down REIT Sub and HCPI to honor any such exercise by Lender of the Exchange Rights. HCPI hereby agrees that upon any such exercise of the Exchange Rights, HCPI shall deliver the entire Cash Amount or REIT Shares to Lender, in each case without deduction in respect of any claim which HCPI or the Down REIT Sub may from time to time have of any nature or kind against Pledgor (other than with respect to any withholding tax obligation imposed by law on the Down REIT Sub with respect to any amount distributable or allocable to a Pledgor in respect of Registered Pledged Units, as contemplated in Section 5.3 of the LLC Agreement). In addition to the foregoing, the second sentence of Section 8.6.A of the LLC Agreement is hereby amended with respect to Lender to provide that notwithstanding the first sentence of Section 8.6.A of the LLC Agreement, after, or concurrently with, receipt by HCPI of any Default Notice, the Lender shall have the right to (i) tender Registered Pledged Units for Exchange (subject to the following terms and conditions of Section 8.6.A of the LLC Agreement) and require the Down REIT Sub to acquire up to the number of Registered Pledged Units specified in the Notice of Exchange as referred to in the definition of “"Specified Exchange Date” " set forth in subparagraph (c) immediately following; provided, however that Lender may tender Registered Pledged Units for Exchange hereunder once, irrespective of the aggregate market value of such Registered Pledged Units, and an unlimited number of times, provided the aggregate market value of such Registered Pledged Units is at least $1,000,000 on the date of any such Notice of Exchange. In connection with the foregoing, the definition of the term “"Specified Exchange Date” " in the LLC Agreement shall, with respect to Lender and only with respect to Lender, be amended to read as follows: