PLEDGE AMENDMENT February 12, 2021
Exhibit 10.16
PLEDGE AMENDMENT
February 12, 2021
Reference is hereby made to the Pledge Agreement (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 Diversified Healthcare Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned Pledgors and the other Subsidiaries of the Borrower from time to time party thereto as Pledgors, and Xxxxx Fargo Bank, National Association, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”), whereby each of the undersigned has pledged certain capital stock, membership interests, beneficial 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 given to them in the Pledge Agreement.
By its execution below, each of the undersigned hereby agrees that (i) this Amendment may be attached to the Pledge Agreement and that the Pledged Collateral listed on Schedule I hereto shall be part of the Pledged Collateral referred to in the Pledge Agreement and shall secure all Obligations in accordance with the terms of the Pledge Agreement and (ii) each corporation, limited liability company, trust and partnership listed on Schedule I hereto shall continue to be a Pledged Subsidiary for all purposes of the Pledge Agreement.
By its execution below, each of the undersigned represents and 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 Pledge Agreement are true and correct in 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 full force and effect and is hereby ratified and confirmed.
[The remainder of this page is intentionally blank.]
IN WITNESS WHEREOF, each Pledgor has duly executed and delivered this Pledge Amendment to the Pledge Agreement as of the date first set forth above.
DIVERSIFIED HEALTHCARE TRUST, as a Pledgor
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH XX XXXXXXXX LLC, as a Pledgor
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH MEZZCO SAN ANTONIO LLC, as a Pledgor
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH MEDICAL OFFICE PROPERTIES TRUST, as a Pledgor
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
[Signature Page to Pledge Amendment]
Schedule I
to
Pledge Amendment
PLEDGED SUBSIDIARIES
Pledgor | Pledged Subsidiary | Certificate No. | No. of Shares / Units Owned | Percentage of Ownership | ||||||||||
SNH Medical Office Properties Trust | 2 | 1,000 | 100% | |||||||||||
SNH St. Louis LLC | 1 | N/A | 100% | |||||||||||
SNH Maryland Heights LLC | 0 | X/X | 000% | |||||||||||
XXX Xxxxxx LLC | 1 | N/A | 100% | |||||||||||
SNH Clear Brook LLC | 1 | N/A | 100% | |||||||||||
SNH REIT Irving LLC | 0 | X/X | 000% | |||||||||||
XXX Xxxxxxx (Xxxxxx) LLC | 1 | N/A | 100% | |||||||||||
SNH Alpharetta LLC | 1 | N/A | 100% | |||||||||||
SNH Glenview (Patriot) LLC | 0 | X/X | 000% | |||||||||||
XXX Xxxxxxxxxx LLC | 1 | N/A | 100% | |||||||||||
SNH REIT Rockwall LLC | 1 | N/A | 100% | |||||||||||
SNH Clear Creek Properties Trust | 2 | 1,000 | 100% | |||||||||||
SNH Xxxxxxxx XX | 1 | N/A | 99.9% | |||||||||||
SNH XX Xxxxxxxx LLC | SNH Xxxxxxxx XX | 2 | N/A | 0.10% | ||||||||||
SNH MezzCo San Antonio LLC | SNH REIT San Antonio LLC | 1 | N/A | 100% | ||||||||||
SNH Medical Office Properties Trust | SNH Xxxxxx Inc. | 2 | 1,000 | 100% | ||||||||||
SNH Independence Park LLC | 1 | N/A | 100% | |||||||||||
SNH Medical Office Properties LLC | 1 | N/A | 100% | |||||||||||
ACKNOWLEDGMENT
TO
PLEDGE AMENDMENT
The undersigned hereby acknowledges receipt of a copy of the foregoing Pledge Amendment together with a copy of the 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 Collateral Agent without further consent by the applicable 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 Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee.
[Signature Pages Follow]
SNH MEDICAL OFFICE PROPERTIES TRUST
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH ST. LOUIS LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH MARYLAND HEIGHTS LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH DURHAM LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH CLEAR BROOK LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH REIT IRVING LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH PHOENIX (COTTON) LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
[Signature Page to Acknowledgment to Pledge Amendment]
SNH ALPHARETTA LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH GLENVIEW (PATRIOT) LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH HARRISBURG LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH REIT ROCKWALL LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH CLEAR CREEK PROPERTIES TRUST
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH XXXXXXXX XX
By: SNH XX XXXXXXXX LLC,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
[Signature Page to Acknowledgment to Pledge Amendment]
SNH XXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH INDEPENDENCE PARK LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH MEDICAL OFFICE PROPERTIES LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
SNH REIT SAN ANTONIO LLC
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer
[Signature Page to Acknowledgment to Pledge Amendment]
