Common use of Put for Exchange Delays in Pledged Units Clause in Contracts

Put for Exchange Delays in Pledged Units. Notwithstanding anything to the contrary in this Agreement, in the event that the Specified Exchange Date under Section 7.b.i is deferred to a date that is later than the date specified in the applicable Notice of Exchange and where the cash or fair market value of the Pledged Units (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed), if any, which may be exchanged on or before the specified date in the applicable Notice of Exchange will be insufficient to satisfy Borrower’s Obligations (as defined in the Loan Agreement) under the Loan Agreement, Lender shall have the right, upon providing a Deficiency Notice to HCPI, to exchange all or any portion of the affected Pledged Units for one or more cash payments from HCPI in an amount (the “Exchange Delay Cash Payment”) equal to (i) the fair market value (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) of such affected Pledged Units, multiplied by (ii) the number of such affected Pledged Units to be exchanged, less (iii) 1% of the product of (i) and (ii). Each Exchange Delay Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto. In addition, the parties hereto agree and acknowledge that the obligation of HCPI, HCPI/Utah II, LLC and/or the Down REIT Sub, as the case may be, to make Unregistered Units Cash Payments and/or Exchange Delay Cash Payments under this Section 7 and under Section 7 of the Utah II Acknowledgment and Consent shall not exceed, in the aggregate, $10,000,000.

Put for Exchange Delays in Pledged Units. Notwithstanding anything to the contrary in this Agreement, in the event that the Specified Exchange Date under Section 7.b.i is deferred to a date that is later than the date specified in the applicable Notice of Exchange and where the cash or fair market value of the Pledged Units (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed), if any, which may be exchanged on or before the specified date in the applicable Notice of Exchange will be insufficient to satisfy Borrower’s Obligations (as defined in the Loan Agreement) under the Loan Agreement, Lender shall have the right, upon providing a Deficiency Notice to HCPI, to exchange all or any portion of the affected Pledged Units for one or more cash payments from HCPI in an amount (the “Exchange Delay Cash Payment”) equal to (i) the fair market value (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) of such affected Pledged Units, multiplied by (ii) the number of such affected Pledged Units to be exchanged, less (iii) 1% of the product of (i) and (ii). Each Exchange Delay Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto. In addition, the parties hereto agree and acknowledge that the obligation of HCPI, HCPI/Utah IIUtah, LLC and/or the Down REIT Sub, as the case may be, to make Unregistered Units Cash Payments and/or Exchange Delay Cash Payments under this Section 7 and under Section 7 of the Utah II I Acknowledgment and Consent shall not exceed, in the aggregate, $10,000,000.

Put for Exchange Delays in Pledged Units. Notwithstanding anything to the contrary in this Agreement, in the event that the Specified Exchange Date under Section 7.b.i is deferred to a date that is later than the date specified in the applicable Notice of Exchange and where the cash or fair market value of the Pledged Units (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed), if any, which may be exchanged on or before the specified date in the applicable Notice of Exchange will be insufficient to satisfy Borrower’s Obligations (as defined in the Loan Agreement) under the Loan Agreement, Lender shall have the right, upon providing a Deficiency Notice to HCPI, to exchange all or any portion of the affected Pledged Units for one or more cash payments from HCPI in an amount (the “Exchange Delay Cash Payment”) equal to (i) the fair market value (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) of such affected Pledged Units, multiplied by (ii) the number of such affected Pledged Units to be exchanged, less (iii) 1% of the product of (i) and (ii). Each Exchange Delay Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto. In addition, the parties hereto agree and acknowledge that the obligation of HCPI, HCPI/Utah IIUtah, LLC and/or the Down REIT Sub, as the case may be, to make Unregistered Units Cash Payments and/or Exchange Delay Cash Payments under this Section 7 and under Section 7 of the Utah II I Acknowledgment and Consent shall not exceed, in the aggregate, $10,000,00020,000,000.

Put for Exchange Delays in Pledged Units. Notwithstanding anything to the contrary in this Agreement, in the event that the Specified Exchange Date under Section 7.b.i is deferred to a date that is later than the date specified in the applicable Notice of Exchange and where the cash or fair market value of the Pledged Units (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed), if any, which may be exchanged on or before the specified date in the applicable Notice of Exchange will be insufficient to satisfy Borrower’s 's Obligations (as defined in the Loan Agreement) under the Loan Agreement, Lender shall have the right, upon providing a Deficiency Notice to HCPI, to exchange all or any portion of the affected Pledged Units for one or more cash payments from HCPI in an amount (the “"Exchange Delay Cash Payment”") equal to (i) the fair market value (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) of such affected Pledged Units, multiplied by (ii) the number of such affected Pledged Units to be exchanged, less (iii) 1% of the product of (i) and (ii). Each Exchange Delay Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto. In addition, the parties hereto agree and acknowledge that the obligation of HCPI, HCPI/Utah II, LLC and/or the Down REIT Sub, as the case may be, to make Unregistered Units Cash Payments and/or Exchange Delay Cash Payments under this Section 7 and under Section 7 of the Utah II Acknowledgment and Consent shall not exceed, in the aggregate, $10,000,00020,000,000.

Put for Exchange Delays in Pledged Units. Notwithstanding anything to the contrary in this Agreement, in the event that the Specified Exchange Date under Section 7.b.i is deferred to a date that is later than the date specified in the applicable Notice of Exchange and where the cash or fair market value of the Pledged Units (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed), if any, which may be exchanged on or before the specified date in the applicable Notice of Exchange will be insufficient to satisfy Borrower’s Obligations (as defined in the Loan Agreement) under the Loan Agreement, Lender shall have the right, upon providing a Deficiency Notice to HCPI, to exchange all or any portion of the affected Pledged Units for one or more cash payments from HCPI in an amount (the “Exchange Delay Cash Payment”) equal to (i) the fair market value (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) of such affected Pledged Units, multiplied by (ii) the number of such affected Pledged Units to be exchanged, less (iii) 1% of the product of (i) and (ii). Each Exchange Delay Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto. In addition, the parties hereto agree and acknowledge that the obligation of HCPI, HCPI/Utah II, LLC and/or the Down REIT Sub, as the case may be, to make Unregistered Units Cash Payments and/or Exchange Delay Cash Payments under this Section 7 and under Section 7 of the Utah II Acknowledgment and Consent shall not exceed, in the aggregate, $10,000,00020,000,000.

Put for Exchange Delays in Pledged Units. Notwithstanding anything to the contrary in this Agreement, in the event that the Specified Exchange Date under Section 7.b.i is deferred to a date that is later than the date specified in the applicable Notice of Exchange and where the cash or fair market value of the Pledged Units (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed), if any, which may be exchanged on or before the specified date in the applicable Notice of Exchange will be insufficient to satisfy Borrower’s 's Obligations (as defined in the Loan Agreement) under the Loan Agreement, Lender shall have the right, upon providing a Deficiency Notice to HCPI, to exchange all or any portion of the affected Pledged Units for one or more cash payments from HCPI in an amount (the “"Exchange Delay Cash Payment”") equal to (i) the fair market value (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) of such affected Pledged Units, multiplied by (ii) the number of such affected Pledged Units to be exchanged, less (iii) 1% of the product of (i) and (ii). Each Exchange Delay Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto. In addition, the parties hereto agree and acknowledge that the obligation of HCPI, HCPI/Utah IIUtah, LLC and/or the Down REIT Sub, as the case may be, to make Unregistered Units Cash Payments and/or Exchange Delay Cash Payments under this Section 7 and under Section 7 of the Utah II I Acknowledgment and Consent shall not exceed, in the aggregate, $10,000,00020,000,000.