Pledgor Pledged Subsidiary Certificate No. No. of Shares / Units Owned Percentage of Ownership [______] [______] [______] [______] 100% ACKNOWLEDGMENT TO PLEDGE AMENDMENT The undersigned hereby acknowledges receipt of a copy of the foregoing Pledge Amendment together with a copy of the Amended and Restated Pledge Agreement, agrees promptly to note on its books the security interests granted under such Pledge Agreement, agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Administrative Agent without further consent by the Pledgor and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee. [NAME[S] OF ADDITIONAL PLEDGED SUBSIDIARY[IES]] By: Name: Title: EXHIBIT C to PLEDGE AGREEMENT FORM OF TRANSFER POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _________________________________ _____ [shares] [units] [percent] of the [capital stock] [membership interests] of _________________, a _____________ [corporation] [limited liability company] [limited partnership] (the “Company”), represented by Certificate No. _____ (the “[Stock]”), standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint ______________________________ as the undersigned’s true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the [Stock], and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. Dated: [PLEDGOR] By: Name: Title: EXHIBIT D to PLEDGE AGREEMENT FORM OF CONTROL ACKNOWLEDGEMENT PLEDGED SUBSIDIARY: PLEDGOR: [Name of Pledged Subsidiary] [Name of Pledgor] Reference is hereby made to that certain Amended and Restated Pledge Agreement dated as of June 29, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), by and among Service Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned Pledgor and certain other Subsidiaries of the Borrower from time to time party thereto as pledgors, and Wexxx Xargo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Pledge Agreement. Pledged Subsidiary is hereby instructed by the Pledgor that all of the Pledgor’s right, title and interest in and to all of the Pledgor’s rights in connection with any Equity Interests in Pledged Subsidiary now and hereafter owned by the Pledgor are subject to a pledge and security interest in favor of Administrative Agent. Pledgor hereby instructs the Pledged Subsidiary to act upon any instruction delivered to it by the Administrative Agent with respect to the Pledged Collateral without seeking further instruction from the Pledgor, and, by its execution hereof, the Pledged Subsidiary agrees to do so. Pledged Subsidiary, by its written acknowledgement and acceptance hereof, hereby (i) acknowledges receipt of a copy of the aforementioned Pledge Agreement and agrees promptly to note on its books the security interest granted under such Pledge Agreement, (ii) waives any rights or requirements at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee, and (iii) acknowledges and agrees that, notwithstanding anything to the contrary in its bylaws, operating agreement, partnership agreement, declaration or other applicable governing or organizational documents, such Pledged Subsidiary will (A) be bound by, and comply with, all terms of the Pledge Agreement applicable to such Pledged Subsidiary, including, without limitation, Sections 7(e), (f) and (i) thereof, (B) notify the Administrative Agent in writing promptly of the occurrence of any of the events described in Section 7(f) of the Pledge Agreement, and (C) not permit any of the Equity Interests issued by it to be dealt in or traded on a securities exchange or in securities markets. [The remainder of this page is intentionally blank.]
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Pledgor Pledged Subsidiary Certificate No. No. of Shares / Units Owned Percentage of Ownership [______] [______] [______] [______] 100% ACKNOWLEDGMENT TO PLEDGE AMENDMENT The undersigned hereby acknowledges receipt of a copy of Supplement No.__ to the foregoing Pledge Amendment together with a copy of the Amended and Restated Pledge Agreement, agrees promptly to note on its books the security interests granted under such Pledge Agreement, agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Administrative Agent without further consent by the Pledgor and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration NEW PLEDGOR INFORMATION Pledgor Type of any Pledged Collateral in the name Entity Jurisdiction Organizational ID No. Mailing Address of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee. Chief Executive Office [NAME[S] OF ADDITIONAL PLEDGED SUBSIDIARY[IES]] By: Name: Title: EXHIBIT C to PLEDGE AGREEMENT FORM OF TRANSFER POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _______] [_______] [_______] [____________ _____ [shares] [units] [percent] of the [capital stock] [membership interests] of _________________, a _____________ [corporation] [limited liability company] [limited partnership] (the “Company”), represented by Certificate No. _____ (the “[Stock]”), standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint ______________________________ as the undersigned’s true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the [Stock], and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. Dated: [PLEDGOR] By: Name: Title: EXHIBIT D B to PLEDGE AGREEMENT FORM OF CONTROL ACKNOWLEDGEMENT PLEDGED SUBSIDIARY: PLEDGOR: [Name of Pledged Subsidiary] [Name of Pledgor] PLEDGE AMENDMENT Reference is hereby made to that certain Amended and Restated the Pledge Agreement dated as of June 29, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”)) dated as of January 29, 2021, by and among Service Properties Diversified Healthcare Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned Pledgor and certain the other Subsidiaries of the Borrower from time to time party thereto as pledgorsPledgors, and Wexxx Xargo Xxxxx Fargo Bank, National Association, as Administrative Collateral Agent for the Lenders Secured Parties (in such capacity, the “Administrative Collateral Agent”), whereby the undersigned has pledged certain capital stock, membership interests and partnership interests, as applicable, of certain of its Subsidiaries as collateral to the Collateral Agent, for the ratable benefit of the Secured Parties, as more fully described in the Pledge Agreement. This Amendment is a “Pledge Amendment” as defined in the Pledge Agreement and is, together with the acknowledgments, certificates, and Transfer Powers delivered herewith, subject in all respects to the terms and provisions of the Pledge Agreement. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto given to them in the Pledge Agreement. Pledged Subsidiary is By its execution below, the undersigned hereby instructed by agrees that (i) this Amendment may be attached to the Pledgor Pledge Agreement and that all of the Pledgor’s right, title and interest in and to all of the Pledgor’s rights in connection with any Equity Interests in Pledged Subsidiary now and hereafter owned by the Pledgor are subject to a pledge and security interest in favor of Administrative Agent. Pledgor hereby instructs the Pledged Subsidiary to act upon any instruction delivered to it by the Administrative Agent with respect to the Pledged Collateral without seeking further instruction from the Pledgor, and, by its execution hereof, listed on Schedule I hereto shall be and become part of the Pledged Subsidiary agrees Collateral referred to do so. Pledged Subsidiary, by its written acknowledgement and acceptance hereof, hereby (i) acknowledges receipt of a copy of in the aforementioned Pledge Agreement and agrees promptly to note on its books the security interest granted under such Pledge Agreement, (ii) waives any rights or requirements at any time hereafter to receive a copy of such Pledge Agreement shall secure all Obligations in connection accordance with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee, and (iii) acknowledges and agrees that, notwithstanding anything to the contrary in its bylaws, operating agreement, partnership agreement, declaration or other applicable governing or organizational documents, such Pledged Subsidiary will (A) be bound by, and comply with, all terms of the Pledge Agreement applicable to such Pledged Subsidiary, including, without limitation, Sections 7(e), (f) and (iii) thereof, (B) notify the Administrative Agent in writing promptly of the occurrence of any of the events described in Section 7(f) each [corporation] [limited liability company] [partnership] listed on Schedule I hereto shall be deemed to be a Pledged Subsidiary for all purposes of the Pledge Agreement. By its execution below, the undersigned represents and (C) not permit any warrants that it has full power and authority to execute this Pledge Amendment and that the representations and warranties contained in Section 6 of the Equity Interests issued by it to be dealt Pledge Agreement are true and correct in or traded on a securities exchange or all respects as of the date hereof and after taking into account the pledge of the additional Pledged Collateral relating hereto. The Pledge Agreement, as amended and modified hereby, remains in securities markets. [The remainder of this page full force and effect and is intentionally blankhereby ratified and confirmed.]
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Pledgor Pledged Subsidiary Certificate No. No. of Shares / Units Owned Percentage of Ownership [______] [______] [______] [______] 100% ACKNOWLEDGMENT TO PLEDGE AMENDMENT The undersigned hereby acknowledges receipt of a copy of the foregoing Pledge Amendment together with a copy of the Amended and Restated Pledge Agreement, agrees promptly to note on its books the security interests granted under such Pledge Agreement, agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Administrative Collateral Agent without further consent by the Pledgor and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Collateral Agent or its nominee or the exercise of voting rights by the Administrative Collateral Agent or its nominee. [NAME[S] OF ADDITIONAL PLEDGED SUBSIDIARY[IES]] By: Name: Title: EXHIBIT C to PLEDGE AGREEMENT FORM OF TRANSFER POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _________________________________ _____ [shares] [units] [percent] of the [capital stock] [membership interests] of _________________, a _______________ [corporation] [limited liability company] [limited partnership] (the “Company”), represented by Certificate No. _____ (the “[Stock]”), standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint ______________________________ as the undersigned’s true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the [Stock], and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. Dated: ________________ [PLEDGOR] By: Name: Title: EXHIBIT D to PLEDGE AGREEMENT FORM OF CONTROL ACKNOWLEDGEMENT PLEDGED SUBSIDIARY: PLEDGOR: [Name of Pledged Subsidiary] [Name of Pledgor] Reference is hereby made to that certain Amended and Restated Pledge Agreement dated as of June January 29, 2023 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), by and among Service Properties Diversified Healthcare Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned Pledgor and certain other Subsidiaries of the Borrower from time to time party thereto as pledgors, and Wexxx Xargo Xxxxx Fargo Bank, National Association, as Administrative Collateral Agent for the Lenders Secured Parties (in such capacity, the “Administrative Collateral Agent”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Pledge Agreement. Pledged Subsidiary is hereby instructed by the Pledgor that all of the Pledgor’s right, title and interest in and to all of the Pledgor’s rights in connection with any Equity Interests in Pledged Subsidiary now and hereafter owned by the Pledgor are subject to a pledge and security interest in favor of Administrative Collateral Agent. Pledgor hereby instructs the Pledged Subsidiary to act upon any instruction delivered to it by the Administrative Collateral Agent with respect to the Pledged Collateral without seeking further instruction from the Pledgor, and, by its execution hereof, the Pledged Subsidiary agrees to do so. Pledged Subsidiary, by its written acknowledgement and acceptance hereof, hereby (i) acknowledges receipt of a copy of the aforementioned Pledge Agreement and agrees promptly to note on its books the security interest granted under such Pledge Agreement, (ii) waives any rights or requirements at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Collateral Agent or its nominee or the exercise of voting rights by the Administrative Collateral Agent or its nominee, and (iii) acknowledges and agrees that, notwithstanding anything to the contrary in its bylaws, operating agreement, partnership agreement, declaration or other applicable governing or organizational documents, such Pledged Subsidiary will (A) be bound by, and comply with, all terms of the Pledge Agreement applicable to such Pledged Subsidiary, including, without limitation, Sections 7(e), (f) and (i) thereof, (B) notify the Administrative Collateral Agent in writing promptly of the occurrence of any of the events described in Section 7(f) of the Pledge Agreement, and (C) not permit any of the Equity Interests issued by it to be dealt in or traded on a securities exchange or in securities markets. [The remainder of this page is intentionally blank.]
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Pledgor Pledged Subsidiary Certificate No. No. of Shares / Units Owned Percentage of Ownership [______] [______] [______] [______] 100% ACKNOWLEDGMENT TO PLEDGE AMENDMENT The undersigned hereby acknowledges receipt of a copy of the foregoing Pledge Amendment together with a copy of the Amended and Restated Pledge Agreement, agrees promptly to note on its books the security interests granted under such Pledge Agreement, agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Administrative Agent without further consent by the Pledgor and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee. [NAME[S] OF ADDITIONAL PLEDGED SUBSIDIARY[IES]] By: Name: Title: EXHIBIT C to PLEDGE AGREEMENT FORM OF TRANSFER POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _________________________________ _____ [shares] [units] [percent] of the [capital stock] [membership interests] of _________________, a _____________ [corporation] [limited liability company] [limited partnership] (the “Company”), represented by Certificate No. _____ (the “[Stock]”), standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint ______________________________ as the undersigned’s true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the [Stock], and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. Dated: [PLEDGOR] By: Name: Title: EXHIBIT D to PLEDGE AGREEMENT FORM OF Form of CONTROL ACKNOWLEDGEMENT Acknowledgement PLEDGED SUBSIDIARY: PLEDGOR: [Name of Pledged Subsidiary] [Name of Pledgor] Reference is hereby made to that certain Amended and Restated Pledge Agreement dated as of June 29May 8, 2023 2020 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), by and among Service Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned Pledgor and certain other Subsidiaries of the Borrower from time to time party thereto as pledgors, and Wexxx Xargo Wellx Xxxgo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Pledge Agreement. Pledged Subsidiary is hereby instructed by the Pledgor that all of the Pledgor’s right, title and interest in and to all of the Pledgor’s rights in connection with any Equity Interests in Pledged Subsidiary now and hereafter owned by the Pledgor are subject to a pledge and security interest in favor of Administrative Agent. Pledgor hereby instructs the Pledged Subsidiary to act upon any instruction delivered to it by the Administrative Agent with respect to the Pledged Collateral without seeking further instruction from the Pledgor, and, by its execution hereof, the Pledged Subsidiary agrees to do so. Pledged Subsidiary, by its written acknowledgement and acceptance hereof, hereby (i) acknowledges receipt of a copy of the aforementioned Pledge Agreement and agrees promptly to note on its books the security interest granted under such Pledge Agreement, (ii) waives any rights or requirements at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee, and (iii) acknowledges and agrees that, notwithstanding anything to the contrary in its bylaws, operating agreement, partnership agreement, declaration or other applicable governing or organizational documents, such Pledged Subsidiary will (A) be bound by, and comply with, all terms of the Pledge Agreement applicable to such Pledged Subsidiary, including, without limitation, Sections 7(e), (f) and (i) thereof, (B) notify the Administrative Agent in writing promptly of the occurrence of any of the events described in Section 7(f) of the Pledge Agreement, and (C) not permit any of the Equity Interests issued by it to be dealt in or traded on a securities exchange or in securities markets. [The remainder of this page is intentionally blank.]
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