Common use of Put for Unregistered Pledged Units Clause in Contracts

Put for Unregistered Pledged Units. Until such time as HCPI has filed, pursuant to Section 6 of this Agreement, (i) an amendment to the Shelf Registration Statement, and (ii) the Issuance Registration Statement, as the case may be, Lender shall have the right upon written notice to HCPI in the form of Deficiency Notice attached hereto as Exhibit G (a “Deficiency Notice”), to exchange all or any portion of the Unregistered Pledged Units for one or more cash payments from HCPI on any foreclosure of the Unregistered Pledged Units, where the cash or fair market value of Pledged Shares (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice, as reported on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) issued on exchange of Registered Pledged Units will be insufficient to satisfy Borrower’s Obligations (as defined in the Loan Agreement) under the Loan Agreement, in an amount (the “Unregistered Units Cash Payment”) equal to (i) the fair market value of such Unregistered 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), multiplied by (ii) the number of such Unregistered Pledged Units exchanged, less (iii) 1% of the product of (i) and (ii). Each Unregistered Units Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto; provided, however, that at such time as Lender receives written notice from HCPI of the filing and effectiveness of the Issuance Registration Statement, Lender’s rights pursuant to this Section 7.b.ii shall terminate with respect to any such Unregistered Pledged Units covered by such registration, so long as such registration remains effective. In the event and to the extent that any registration statement with respect to any Pledged Units ceases to be effective, the provisions of this Section 7.b.ii shall again apply with respect to all affected Pledged Units and/or Pledged Shares. Notwithstanding the provisions of Section 7.b.ii above, but subject to Section 7.b.iii below and Section 7.b.iii of the Utah II Acknowledgement and Consent, Lender agrees that to the extent Lender has the right to exchange Registered Pledged Units under either this Agreement or under the Utah II Acknowledgment and Consent on or before the specified date in the applicable Notice of Exchange, Lender shall exercise any and all such exchange rights hereunder and thereunder, prior to delivering a Deficiency Notice under Section 7.b.ii above.

Put for Unregistered Pledged Units. Until such time as HCPI has filed, pursuant to Section 6 of this Agreement, (i) an amendment to the Shelf Registration Statement, and (ii) the Issuance Registration Statement, as the case may be, Lender shall have the right upon written notice to HCPI in the form of Deficiency Notice attached hereto as Exhibit G (a “Deficiency Notice”), to exchange all or any portion of the Unregistered Pledged Units for one or more cash payments from HCPI on any foreclosure of the Unregistered Pledged Units, where the cash or fair market value of Pledged Shares (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice, as reported on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) issued on exchange of Registered Pledged Units will be insufficient to satisfy Borrower’s Obligations (as defined in the Loan Agreement) under the Loan Agreement, in an amount (the “Unregistered Units Cash Payment”) equal to (i) the fair market value of such Unregistered 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), multiplied by (ii) the number of such Unregistered Pledged Units exchanged, less (iii) 1% of the product of (i) and (ii). Each Unregistered Units Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto; provided, however, that at such time as Lender receives written notice from HCPI of the filing and effectiveness of the Issuance Registration Statement, Lender’s rights pursuant to this Section 7.b.ii shall terminate with respect to any such Unregistered Pledged Units covered by such registration, so long as such registration remains effective. In the event and to the extent that any registration statement with respect to any Pledged Units ceases to be effective, the provisions of this Section 7.b.ii shall again apply with respect to all affected Pledged Units and/or Pledged Shares. Notwithstanding the provisions of Section 7.b.ii above, but subject to Section 7.b.iii below and Section 7.b.iii of the Utah II I Acknowledgement and Consent, Lender agrees that to the extent Lender has the right to exchange Registered Pledged Units under either this Agreement or under the Utah II I Acknowledgment and Consent on or before the specified date in the applicable Notice of Exchange, Lender shall exercise any and all such exchange rights hereunder and thereunder, prior to delivering a Deficiency Notice under Section 7.b.ii above.

Put for Unregistered Pledged Units. Until such time as HCPI has filed, pursuant to Section 6 of this Agreement, (i) an amendment to the Shelf Registration Statement, and (ii) the Issuance Registration Statement, as the case may be, Lender shall have the right upon written notice to HCPI in the form of Deficiency Notice attached hereto as Exhibit G E (a “Deficiency Notice”), to exchange all or any portion of the Unregistered Pledged Units for one or more cash payments from HCPI on any foreclosure of the Unregistered Pledged Units, where the cash or fair market value of Pledged Shares (determined based on the closing price of the REIT Shares on the date of the Deficiency Notice, as reported on the New York Stock Exchange or such other exchange on which the REIT Shares are then listed) issued on exchange of Registered Pledged Units will be insufficient to satisfy Borrower’s Obligations (as defined in the Loan Agreement) under the Loan Agreement, in an amount (the “Unregistered Units Cash Payment”) equal to (i) the fair market value of such Unregistered 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), multiplied by (ii) the number of such Unregistered Pledged Units exchanged, less (iii) 1% of the product of (i) and (ii). Each Unregistered Units Cash Payment shall be payable by HCPI within 14 days following its receipt of the Deficiency Notice with respect thereto; provided, however, that at such time as Lender receives written notice from HCPI of the filing and effectiveness of the Issuance Registration Statement, Lender’s rights pursuant to this Section 7.b.ii shall terminate with respect to any such Unregistered Pledged Units covered by such registration, so long as such registration remains effective. In the event and to the extent that any registration statement with respect to any Pledged Units ceases to be effective, the provisions of this Section 7.b.ii shall again apply with respect to all affected Pledged Units and/or Pledged Shares. Notwithstanding the provisions of Section 7.b.ii above, but subject to Section 7.b.iii below and Section 7.b.iii of the Utah II I Acknowledgement and Consent, Lender agrees that to the extent Lender has the right to exchange Registered Pledged Units under either this Agreement or under the Utah II I Acknowledgment and Consent on or before the specified date in the applicable Notice of Exchange, Lender shall exercise any and all such exchange rights hereunder and thereunder, prior to delivering a Deficiency Notice under Section 7.b.ii above.