Common use of Settlement Upon Exchange Clause in Contracts

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable Debentures, subject to Sections 6.01, 6.02 and this Section 6.10, the Company shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided herein, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable Debentures, the Company will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms: (i) cash in an amount (the “Principal Return”) equal to the lesser of (A) the aggregate principal amount of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal Return; and (iii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable in connection with payment of the Net Shares based upon the Average Price. (c) The Net Shares to be delivered pursuant to Section 6.10(b) will be equal to the sum of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number of Net Shares, as applicable, will be determined by the Issuer promptly after the end of the Applicable Exchange Period (the “Determination Date”). (e) Payment of the Principal Return and cash in lieu of fractional shares, and delivery of the Net Shares or payment of the Net Cash Amount, as applicable, shall be made by the Company as promptly as practicable following the Determination Date, but in no event later than five Business Days thereafter (the “Exchange Settlement Date”) to the Holder of an Exchangeable Debenture surrendered for exchange, or such Holder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Exchange Agent or to such Holder, or such Holder’s nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net Shares, if any, to which such Holder shall be entitled as part of such Exchange Obligation.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0115.01, 6.02 15.02 and this Section 6.1015.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided hereincash, shares of Host REIT Common Stock Stock, or a combination thereof, as described below, for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms: (i) cash in an amount and Common Stock, subject to clause (the “Principal Return”d) equal below with respect to the lesser all or any portion of (A) the aggregate principal amount of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant Issuer elects to Section 6.10(c)settle in cash, or a combination of cash and shares of Host REIT Common Stock with an aggregate value thereof, equal to the difference between sum of the Exchange Value and Daily Settlement Amounts for each of the Principal Return20 Trading Days during the Applicable Observation Period; and (iiiii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable as provided in connection with payment of the Net Shares based upon the Average PriceSection 15.03. (c) The Net Shares Daily Settlement Amounts for each of the twenty (20) Trading Days during the Applicable Observation Period and any amount in cash to be delivered pursuant to Section 6.10(b) will be equal to the sum in lieu of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number any fractional shares of Net Shares, as applicable, Common Stock will be determined by the Issuer promptly after the end of the Applicable Exchange Observation Period and notified in writing to the Trustee. (d) By the close of business on the Business Day prior to the first Scheduled Trading Day of the Applicable Observation Period, the Issuer may specify a percentage of each Daily Share Amount that will be settled in cash (the “Determination DateCash Percentage”) and will notify the Holder of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). If the Issuer elects to specify a Cash Percentage, (x) the amount of cash that the Issuer will deliver in lieu of all or an applicable portion of the Daily Share Amount in respect of each Trading Day in the Applicable Observation Period will equal the product of: (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day (assuming for this purpose the Issuer has not specified a Cash Percentage), and (iii) the Daily VWAP for such Trading Day and (y) the number of shares of Common Stock deliverable in respect of each Trading Day in the Applicable Observation Period (in lieu of the full Daily Share Amount for such Trading Day) will be a percentage of the Daily Share Amount (assuming the Issuer has not specified a Cash Percentage) equal to 100% minus the Cash Percentage. (e) Payment If the Company does not specify a Cash Percentage by the close of business on the Trading Day prior to the first scheduled Trading Day of the Principal Return and Applicable Observation Period, the Issuer shall settle 100% of the Daily Share Amount for each Trading Day in the Applicable Observation Period with shares of Common Stock; provided, however, that the Issuer shall pay cash in lieu of fractional sharesshares otherwise issuable upon exchange of such Note. The Issuer may, and delivery at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the close of business on the Business Day prior to the first Scheduled Trading Day of the Net Shares or payment Applicable Observation Period. (f) Payment of the Net Cash Amountcash and, as if applicable, shares of Common Stock pursuant to Section 15.10(b) shall be made by the Company as promptly as practicable Issuer on the third Business Day immediately following the Determination Date, but in no event later than five Business Days thereafter (last Trading Day of the “Exchange Settlement Date”) Applicable Observation Period to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and the Issuer shall deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net SharesStock, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation. (g) Upon exchange of Notes, the Holder will deliver to the Issuer cash equal to the amount the Issuer is required to deduct or withhold under applicable law in connection with such exchange; provided, however, that if the Holder does not deliver such cash, the Issuer may (or may instruct the Exchange Agent to) deduct and withhold from the consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0113.01, 6.02 13.02 and this Section 6.1013.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided hereinin this Section 13.10, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their termsterns: (i) cash in an amount (the “Principal Return”) and Common Stock, if any, equal to the lesser of (A) the aggregate principal amount sum of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value Daily Settlement Amounts for each of the Exchangeable Debentures to be exchanged; (ii) if 30 Trading Days during the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal ReturnApplicable Observation Period; and (iiiii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable as provided in connection with payment of the Net Shares based upon the Average PriceSection 13.03. (c) The Net Shares Daily Settlement Amounts for each of the 30 Trading Days during the Applicable Observation Period and any amount in cash to be delivered pursuant to Section 6.10(b) will be equal to the sum in lieu of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number any fractional shares of Net Shares, as applicable, Common Stock will be determined by the Issuer promptly after the end of the Applicable Exchange Observation Period (and notified in writing to the “Determination Date”)Trustee. (ed) Payment of the Principal Return and cash in lieu of fractional sharesand, and delivery of the Net Shares or payment of the Net Cash Amount, as if applicable, shares of Common Stock pursuant to Section 13.10(b) shall be made by the Company as promptly as practicable Issuer on the third Business Day immediately following the Determination Date, but in no event later than five Business Days thereafter (last day of the “Exchange Settlement Date”) Applicable Observation Period to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and the Issuer shall deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net SharesStock, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation. (e) Upon exchange of Notes, the Holder will deliver to the Issuer cash equal to the amount the Issuer is required to deduct or withhold under applicable law in connection with such exchange; provided, however, that if the Holder does not deliver such cash, the Issuer may deduct and withhold from the consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0113.01, 6.02 13.02 and this Section 6.1013.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided hereinin this Section 13.10, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms: (i) cash in an amount (the “Principal Return”) and Common Stock, if any, equal to the lesser of (A) the aggregate principal amount sum of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value Daily Settlement Amounts for each of the Exchangeable Debentures to be exchanged; (ii) if 60 Trading Days during the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal ReturnApplicable Observation Period; and (iiiii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable as provided in connection with payment of the Net Shares based upon the Average PriceSection 13.03. (c) The Net Shares Daily Settlement Amounts for each of the 60 Trading Days during the Applicable Observation Period and any amount in cash to be delivered pursuant to Section 6.10(b) will be equal to the sum in lieu of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number any fractional shares of Net Shares, as applicable, Common Stock will be determined by the Issuer promptly after the end of the Applicable Exchange Observation Period (and notified in writing to the “Determination Date”)Trustee. (ed) Payment of the Principal Return and cash in lieu of fractional sharesand, and delivery of the Net Shares or payment of the Net Cash Amount, as if applicable, shares of Common Stock pursuant to Section 13.10(b) shall be made by the Company as promptly as practicable Issuer on the third Business Day immediately following the Determination Date, but in no event later than five Business Days thereafter (last day of the “Exchange Settlement Date”) Applicable Observation Period to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and the Issuer shall deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net SharesStock, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation. (e) Upon exchange of Notes, the Holder will deliver to the Issuer cash equal to the amount the Issuer is required to deduct or withhold under applicable law in connection with such exchange; provided, however, that if the Holder does not deliver such cash, the Issuer may deduct and withhold from the consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0113.01, 6.02 13.02 and this Section 6.1013.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided herein, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms: (i) cash in an amount (the “Principal Return”) equal to the lesser of (A) the aggregate principal amount of the Exchangeable Debentures Notes to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures Notes to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the CompanyIssuer, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c13.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal Return; and (iii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable in connection with payment of the Net Shares based upon the Average Price. (c) The Net Shares to be delivered pursuant to Section 6.10(b13.10(b) will be equal to the sum of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company Issuer has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number of Net Shares, as applicable, will be determined by the Issuer promptly after the end of the Applicable Exchange Period (the “Determination Date”). Prior to the close of business on the second Trading Day following the date on which Notes are tendered for exchange, the Issuer shall inform the Exchange Agent and the Holders of such Notes of its election to pay cash for all or a portion of the Net Amount and, if applicable, the portion of the Net Amount that will be paid in cash and the portion that will be delivered in the form of Net Shares. (e) Payment of the Principal Return and cash in lieu of fractional shares, and delivery of the Net Shares or payment of the Net Cash Amount, Amount as applicable, shall be made by the Company Issuer as promptly as practicable following the Determination Date, but in no event later than five Business Days thereafter (the “Exchange Settlement Date”) to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holder’s holders nominee or nominees, and issue, or cause to be issued, and deliver to the Exchange Agent or to such Holderholder, or such Holder’s holders nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net Shares, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0115.01, 6.02 15.02 and this Section 6.1015.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided hereinat the election of the Issuer, shares of Host REIT Common Stock Stock, or a combination of cash and shares of Common Stock, as described below, for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms: (i) cash in an amount and Common Stock, subject to clause (the “Principal Return”d) equal below with respect to the lesser all or any portion of (A) the aggregate principal amount of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant Issuer elects to Section 6.10(c)settle in cash, or a combination of cash and shares of Host REIT Common Stock with an aggregate value thereof, equal to the difference between sum of the Exchange Value and Daily Settlement Amounts for each of the Principal Return20 Trading Days during the Applicable Observation Period; and (iiiii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable as provided in connection with payment of the Net Shares based upon the Average PriceSection 15.03. (c) The Net Shares Daily Settlement Amounts for each of the twenty (20) Trading Days during the Applicable Observation Period and any amount in cash to be delivered pursuant to Section 6.10(b) will be equal to the sum in lieu of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number any fractional shares of Net Shares, as applicable, Common Stock will be determined by the Issuer promptly after the end of the Applicable Exchange Observation Period and notified in writing to the Trustee. (d) By the close of business on the Business Day prior to the first Scheduled Trading Day of the Applicable Observation Period, the Issuer may specify a percentage of each Daily Share Amount that will be settled in cash (the “Determination DateCash Percentage”) and will notify the Holder of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). With respect to any Notes called for redemption that are exchanged on or after the Issuer mails the notice of redemption, the Cash Percentage that the Issuer specifies for the Applicable Observational Period will apply to all such exchanges. If the Issuer elects to specify a Cash Percentage, (x) the amount of cash that the Issuer will deliver in lieu of all or an applicable portion of the Daily Share Amount in respect of each Trading Day in the Applicable Observation Period will equal the product of: (i) the Cash Percentage, expressed as a fraction, (ii) the Daily Share Amount for such Trading Day (assuming for this purpose the Issuer has not specified a Cash Percentage), and (iii) the Daily VWAP for such Trading Day and (y) the number of shares of Common Stock deliverable in respect of each Trading Day in the Applicable Observation Period (in lieu of the full Daily Share Amount for such Trading Day) will be a percentage of the Daily Share Amount (assuming the Issuer has not specified a Cash Percentage) equal to the product of (i) the difference between 100% and the Cash Percentage, expressed as a fraction, and (ii) the Daily Share Amount for such Trading Day. (e) Payment If the Company does not specify a Cash Percentage by the close of business on the Trading Day prior to the first scheduled Trading Day of the Principal Return and Applicable Observation Period, the Issuer shall settle 100% of the Daily Share Amount for each Trading Day in the Applicable Observation Period with shares of Common Stock; provided, however, that the Issuer shall pay cash in lieu of fractional sharesshares otherwise issuable upon exchange of such Note. The Issuer may, and at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the close of business on the Business Day prior to the first Scheduled Trading Day of the Applicable Observation Period. (f) Payment of the cash and, if applicable, delivery of the Net Shares or payment shares of the Net Cash Amount, as applicable, Common Stock pursuant to Section 15.10(b) shall be made by the Company as promptly as practicable Issuer on the third Business Day immediately following the Determination Date, but in no event later than five Business Days thereafter (last Trading Day of the “Exchange Settlement Date”) Applicable Observation Period to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and the Issuer shall deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net SharesStock, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation. (g) Upon exchange of Notes, the Holder must deliver to the Issuer cash equal to the amount the Issuer is required to deduct or withhold under applicable law in connection with such exchange; provided, however, that if the Holder does not deliver such cash, the Issuer may (or may instruct the Exchange Agent to) deduct and withhold from the consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0113.01, 6.02 13.02 and this Section 6.1013.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash andcash, if applicable Shares of Beneficial Interest, or a combination thereof, as provided hereindescribed below, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms: (i) cash in an amount and Shares of Beneficial Interest, subject to clause (the “Principal Return”d) equal below with respect to the lesser of (A) the aggregate principal amount all or any portion of the Exchangeable Debentures Shares of Beneficial Interest the Issuer elects to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, settle in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c)cash, or a combination of cash and shares of Host REIT Common Stock with an aggregate value thereof, equal to the difference between sum of the Exchange Value and Daily Settlement Amounts for each of the Principal Return50 Trading Days during the Applicable Observation Period; and (iiiii) an amount in cash in lieu of any fractional shares Shares of Host REIT Common Stock deliverable Beneficial Interest, as provided in connection with payment of the Net Shares based upon the Average PriceSection 13.03. (c) The Net Shares Daily Settlement Amounts for each of the fifty (50) Trading Days during the Applicable Observation Period and any amount in cash to be delivered pursuant to Section 6.10(b) will be equal to the sum in lieu of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number any fractional Shares of Net Shares, as applicable, Beneficial Interest will be determined by the Issuer promptly after the end of the Applicable Exchange Observation Period and notified in writing to the Trustee. (d) By the close of business on the Business Day prior to the first Scheduled Trading Day of the Applicable Observation Period, the Issuer may specify a percentage of each Daily Share Amount that will be settled in cash (the “Determination DateCash Percentage”) and will notify the Holders of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). With respect to any Notes that are exchanged on or after March 1, 2012, the Cash Percentage that the Issuer specifies for the Applicable Observation Period will apply to all such exchanges. If the Issuer elects to specify a Cash Percentage, (x) the amount of cash that the Issuer will deliver in lieu of all or an applicable portion of the Daily Share Amount in respect of each Trading Day in the Applicable Observation Period will equal the product of: (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day (assuming for this purpose the Issuer has not specified a Cash Percentage), and (iii) the Daily VWAP for such Trading Day and (y) the number of Shares of Beneficial Interest deliverable in respect of each Trading Day in the Applicable Observation Period (in lieu of the full Daily Share Amount for such Trading Day) will be a percentage of the Daily Share Amount (assuming the Issuer has not specified a Cash Percentage) equal to 100% minus the Cash Percentage. (e) Payment If the Company does not specify a Cash Percentage by the close of business on the Trading Day prior to the first Scheduled Trading Day of the Principal Return and Applicable Observation Period, the Issuer shall settle 100% of the Daily Share Amount for each Trading Day in the Applicable Observation Period with Shares of Beneficial Interest; provided, however, that the Issuer shall pay cash in lieu of fractional sharesshares otherwise issuable upon exchange of such Note. The Issuer may, and delivery at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the close of business on the Business Day prior to the first Scheduled Trading Day of the Net Shares or payment Applicable Observation Period. (f) Payment of the Net Cash Amountcash and, as if applicable, Shares of Beneficial Interest pursuant to Section 13.10(b) shall be made by the Company as promptly as practicable Issuer on the third Business Day immediately following the Determination Date, but in no event later than five Business Days thereafter (last Trading Day of the “Exchange Settlement Date”) Applicable Observation Period to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and the Issuer shall deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares Shares of Host REIT Common Stock equal to the Net SharesBeneficial Interest, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable Debentures, subject to Sections 6.0113.01, 6.02 13.02 and this Section 6.1013.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided herein, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable Debentures, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms: (i) cash in an amount (the “Principal Return”) equal to the lesser of (A) the aggregate principal amount of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the CompanyIssuer, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c13.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal Return; and (iii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable in connection with payment of the Net Shares based upon the Average Price. (c) The Net Shares to be delivered pursuant to Section 6.10(b13.10(b) will be equal to the sum of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company Issuer has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number of Net Shares, as applicable, will be determined by the Issuer promptly after the end of the Applicable Exchange Period (the “Determination Date”). (e) Payment of the Principal Return and cash in lieu of fractional shares, and delivery of the Net Shares or payment of the Net Cash Amount, Amount as applicable, shall be made by the Company Issuer as promptly as practicable following the Determination Date, but in no event later than five Business Days thereafter (the “Exchange Settlement Date”) to the Holder holder of an Exchangeable a Debenture surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net Shares, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0113.01, 6.02 13.02 and this Section 6.1013.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided herein, shares of Host REIT Common Stock (which shall be delivered by the General Partner) for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms: (i) cash in an amount (the “Principal Return”) equal to the lesser of (A) the aggregate principal amount of the Exchangeable Debentures Notes to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures Notes to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the CompanyIssuer, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c13.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal Return; and (iii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable in connection with payment of the Net Shares based upon the Average Price. (c) The Net Shares to be delivered pursuant to Section 6.10(b13.10(b) will be equal to the sum of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company Issuer has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number of Net Shares, as applicable, will be determined by the Issuer promptly after the end of the Applicable Exchange Period (the “Determination Date”). (e) Payment of the Principal Return and cash in lieu of fractional shares, and delivery of the Net Shares or payment of the Net Cash Amount, Amount as applicable, shall be made by the Company Issuer as promptly as practicable following the Determination Date, but in no event later than five Business Days thereafter (the “Exchange Settlement Date”) to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net Shares, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation.

Settlement Upon Exchange. (a) Upon exchange of any Exchangeable DebenturesNotes, subject to Sections 6.0113.01, 6.02 13.02 and this Section 6.1013.10, the Company Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided hereincash, shares of Host REIT Common Stock Stock, or a combination thereof, as described below, for each $1,000 aggregate principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms. (b) Upon exchange of Exchangeable DebenturesNotes, the Company Issuer will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures Notes tendered for exchange in accordance with their terms: (i) cash in an amount and Common Stock, subject to clause (the “Principal Return”d) equal below with respect to the lesser all or any portion of (A) the aggregate principal amount of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged; (ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant Issuer elects to Section 6.10(c)settle in cash, or a combination of cash and shares of Host REIT Common Stock with an aggregate value thereof, equal to the difference between sum of the Exchange Value and Daily Settlement Amounts for each of the Principal Return60 Trading Days during the Applicable Observation Period; and (iiiii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable as provided in connection with payment of the Net Shares based upon the Average PriceSection 13.03. (c) The Net Shares Daily Settlement Amounts for each of the sixty (60) Trading Days during the Applicable Observation Period and any amount in cash to be delivered pursuant to Section 6.10(b) will be equal to the sum in lieu of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares. (d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number any fractional shares of Net Shares, as applicable, Common Stock will be determined by the Issuer promptly after the end of the Applicable Exchange Observation Period and notified in writing to the Trustee. (d) By the close of business on the Business Day prior to the first Scheduled Trading Day of the Applicable Observation Period, the Issuer may specify a percentage of each Daily Share Amount that will be settled in cash (the “Determination DateCash Percentage”) and will notify the Holder of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). If the Issuer elects to specify a Cash Percentage, (x) the amount of cash that the Issuer will deliver in lieu of all or an applicable portion of the Daily Share Amount in respect of each Trading Day in the Applicable Observation Period will equal the product of: (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day (assuming for this purpose the Issuer has not specified a Cash Percentage), and (iii) the Daily VWAP for such Trading Day and (y) the number of shares of Common Stock deliverable in respect of each Trading Day in the Applicable Observation Period (in lieu of the full Daily Share Amount for such Trading Day) will be a percentage of the Daily Share Amount (assuming the Issuer has not specified a Cash Percentage) equal to 100% minus the Cash Percentage. (e) Payment If the Company does not specify a Cash Percentage by the close of business on the Trading Day prior to the first scheduled Trading Day of the Principal Return and Applicable Observation Period, the Issuer shall settle 100% of the Daily Share Amount for each Trading Day in the Applicable Observation Period with shares of Common Stock; provided, however, that the Issuer shall pay cash in lieu of fractional sharesshares otherwise issuable upon exchange of such Note. The Issuer may, and delivery at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the close of business on the Business Day prior to the first Scheduled Trading Day of the Net Shares or payment Applicable Observation Period. (f) Payment of the Net Cash Amountcash and, as if applicable, shares of Common Stock pursuant to Section 13.10(b) shall be made by the Company as promptly as practicable Issuer on the third Business Day immediately following the Determination Date, but in no event later than five Business Days thereafter (last Trading Day of the “Exchange Settlement Date”) Applicable Observation Period to the Holder holder of an Exchangeable Debenture a Note surrendered for exchange, or such Holderholder’s nominee or nominees, and issue, or cause to be issued, and the Issuer shall deliver to the Exchange Agent or to such Holderholder, or such Holderholder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Host REIT Common Stock equal to the Net SharesStock, if any, to which such Holder holder shall be entitled as part of such Exchange Obligation. (g) Upon exchange of Notes, the Holder will deliver to the Issuer cash equal to the amount the Issuer is required to deduct or withhold under applicable law in connection with such exchange; provided, however, that if the Holder does not deliver such cash, the Issuer may (or may instruct the Exchange Agent to) deduct and withhold from the consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law.