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EXHIBIT 10.4
AGREEMENT REGARDING FIRST RIGHT OF PURCHASE
THIS AGREEMENT REGARDING FIRST RIGHT OF PURCHASE is made as of the 29th
day of April, 1998, by and between HEALTHCARE FINANCIAL PARTNERS REIT, INC. (the
"Company") and GMAC COMMERCIAL MORTGAGE CORPORATION ("GMACCM").
WITNESSETH
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Company and GMACCM have executed an agreement under the terms of
which GMACCM has agreed to provide certain loan servicing functions on behalf of
the Company with respect to certain mortgage loans held by the Company; and
WHEREAS, GMACCM wishes to enter into this Agreement pursuant to which
GMACCM grants the Company the right to purchase certain mortgage loans held by
GMACCM and secured principally by healthcare facilities.
NOW, THEREFORE, in consideration of the foregoing, the agreements set
forth below, and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
ARTICLE 1
DEFINITIONS
The following terms used in this Agreement have the meaning set forth
below:
"Agreement" means this Agreement, together with any addenda and
amendments made in the manner described herein.
"Common Stock" means the common stock of the Company, $.0001 par value
per share.
"Fair Market Value" shall mean, if the Common Stock is actively traded
on any national securities exchange or any Nasdaq quotation or market system,
the closing price at which shares of Common Stock shall have been sold on the
most recent trading date immediately prior to the date of determination, as
reported by such exchange or system, and if the shares of Common Stock are not
actively traded on any such exchange or system, the arithmatic mean of the bid
and asked prices for the shares of Common Stock on the most trading date or
dates within a reasonable period prior to the determination date as reported by
such exchange or system. If there are not bids and asked prices within a
reasonable period or if the shares of Common Stock on any exchange or system as
of the determination date, Fair Market Value shall mean the Fair Market Value of
a share of Common Stock as determined in good faith by the Board of Directors of
Company.
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"Healthcare Facility" means, without limitation, a nursing facility,
hospital, medical office building, mental health facility, assisted living
facility, retirement facility or out-patient surgery center, or any other
similar facility utilized in the provision of healthcare services.
"Loan to Value Ratio" means, with respect to any obligation, the ratio
(expressed as a percentage) of the then outstanding principal balance of the
obligation to the Value of the related Mortgaged Property.
"Mortgaged Property" means the underlying property securing an
obligation and consisting of a fee simple estate together with any personal
property, fixtures, leases and other property rights pertaining thereto.
"Qualifying Mortgage Loan" means any obligation (i) that is secured by
Mortgaged Property that is comprised of a Healthcare Facility and (ii) as to
which GMACCM has full legal power and authority to transfer good title free and
clear of any lien or other encumbrance.
"Value" means, with respect to any Mortgaged Property, the lesser of
(a) the appraised value of such Mortgaged Property determined in an appraisal
obtained by the originator of the related obligation at origination and (b) the
purchase price of such Mortgaged Property in the transaction, if any, financed
by such Mortgage Loan.
ARTICLE 2
FIRST RIGHT OF PURCHASE
2.1 FIRST RIGHT OF PURCHASE. During each year that this Agreement
remains in effect, the Company shall have the right to purchase (the "First
Right of Purchase") at the purchase price and under the terms provided in this
Article 2, each Qualifying Mortgage Loan with a Loan to Value Ratio in excess of
80% held by GMACCM which GMACCM determines to sell, assign or otherwise
transfer, up to an aggregate principal amount of $100 million (the "Annual
Commitment Amount"). GMACCM may, but is not obligated to, make available for
purchase by the Company under the terms of this Agreement Qualifying Mortgage
Loans with a Loan to Value Ratio of 80% or less, and the principal amount of
such Qualifying Mortgage Loans shall be applied to the Annual Commitment Amount.
GMACCM shall not sell, assign or otherwise transfer any Qualifying Mortgage Loan
with a Loan to Value Ratio in excess of 80% to anyone other than the Company
during any year that this Agreement remains in effect unless and until (i)
GMACCM has made available for purchase by the Company Qualifying Mortgage Loans
during such year in an aggregate principal amount equal to or greater than the
Annual Commitment Amount or (ii) the Company has either notified GMACCM in
writing that the Company does not intend to purchase such Qualifying Mortgage
Loan or the Company either fails to deliver the Exercise Notice with respect to
such Qualifying Mortgage Loan or fails to purchase such Qualifying Mortgage Loan
within the time provided in this Article 2. The Annual Commitment Amount under
this Section 2.1 will be measured on a 12-month basis as of each of the first,
second and third anniversary of the date of this Agreement.
2.2 NOTIFICATION; EXERCISE OF RIGHTS. GMACCM shall provide to the
Company the information and documents described on Exhibit A attached hereto,
concerning each Qualifying
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Mortgage Loan which is made available for purchase by the Company pursuant to
Section 2.1 hereof. The Company shall have twenty (20) days from the date of
receipt of such information and documentation to notify GMACCM in writing of its
intent to purchase such Qualifying Mortgage Loan (the "Exercise Notice"). The
Exercise Notice shall specify a closing date and time for the purchase of such
Qualifying Mortgage Loan which date shall be no later than ten (10) days from
the date of such Exercise Notice.
2.3 LIMITATIONS. It is expressly understood by the parties hereto
that GMACCM's obligation to offer to sell Qualifying Mortgage Loans to the
Company is limited as provided in this Article 2 and that GMACCM is under no
obligation to offer to sell to the Company all Qualifying Mortgage Loans held by
GMACCM at a particular time.
2.4 PURCHASE PRICE. The purchase price to be paid by the Company
to GMACCM to purchase any Qualifying Mortgage Loan under this Article 2 equals
100% of the principal balance of such Qualifying Mortgage Loan plus accrued and
unpaid interest due and owing from the related borrower under the terms of such
Qualifying Mortgage Loan as of the date of such purchase.
ARTICLE 3
STOCK OPTIONS
So long as this Agreement is in effect, on each anniversary date
hereof, the Company will grant GMACCM options to purchase up to 10,000 shares of
Common Stock, the exact number of shares for each anniversary date to be
determined by multiplying 10,000 by a fraction, the numerator of which is the
aggregate principal amount of Qualified Mortgage Loans purchased by the Company
from GMACCM pursuant to Article 2 hereof during the preceding 12 months and the
denominator of which shall be $100 million. Such options will be granted at a
per share exercise price equal to the Fair Market Value of a share of Common
Stock at the time of the grant, will be immediately exercisable, and will expire
two years after the date of grant, if not theretofore exercised. Such options
will be evidenced by a stock option agreement in the form of Exhibit B attached
hereto and will not be transferable, except that GMACCM may transfer such
options to a corporation which is an affiliate of GMACCM.
ARTICLE 4
TERM
Unless extended by the mutual agreement of the parties hereto, this
Agreement will terminate and be of no force and effect as of the third
anniversary of the date hereof.
ARTICLE 5
MISCELLANEOUS
5.1 NOTICES. All notices, requests, consents, and other
communications required or permitted hereunder will be in writing and will be
delivered in person or mailed by certified or registered mail, return receipt
requested, addressed as follows (or at such other address for the parties as
specified by like notice):
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If to the Company:
HealthCare Financial Partners REIT, Inc.
0 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxx 00000
Attn: President
With a copy to:
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, XX
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: G. Xxxxxxx Xxxxx
If to GMACCM:
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx-Xxxx, Corporate Counsel
5.2 ASSIGNMENT. This Agreement is not assignable by either of the
parties hereto without the written consent of the other party.
5.3 GOVERNING LAW. This Agreement has been executed and delivered
in the State of Maryland and will be construed and enforced in accordance with
the internal laws of the State of Maryland, without reference to the conflicts
of laws principles thereof.
5.4 AMENDMENT. This Agreement may be amended, supplemented,
extended or interpreted at any time, but only by a written instrument executed
by the parties hereto.
5.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together
constitutes one and the same instrument.
5.6 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties hereto concerning the transactions contemplated herein and
supersedes all prior agreements or understandings between the parties hereto
relating to the subject matter hereof. No oral representation, agreement or
understanding made by either party hereto is valid or binding upon such party or
the other party hereto.
5.7 FURTHER ASSURANCE. Each party hereto will do and perform, or
cause to be done and performed, all such further acts and things and will
execute and deliver all such other agreements, certificates, instruments and
documents as the other party hereto may reasonably
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request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.
5.8 CAPTIONS AND SECTION HEADINGS. Except as used in Article I,
captions and section headings used herein are for convenience only and are not a
part of this Agreement and will not be used in construing it.
5.9 WAIVER. Any waiver by either party hereto of any rights
hereunder will be without prejudice of the future assertion of any such rights,
and any delay in exercising any rights will not operate as a waiver thereof.
[SIGNATURES APPEAR ON NEXT PAGE.]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first written above.
HEALTHCARE FINANCIAL
PARTNERS REIT, INC.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------------
Title: Chief Financial Officer
GMAC COMMERCIAL MORTGAGE
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Title: Executive Vice President
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EXHIBIT A
1. Credit Offering Memorandum with respect to the subject Qualified
Mortgage Loan.
2. Collateral/Loan file for the subject Qualified Mortgage Loan,
including, without limitation, the closing binder and all third-party
reports with respect thereto (appraisals, environmental reports, etc.)
3. Such other information or documents as may be reasonably requested by
the Company and which are in the possession or control of GMACCM.
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EXHIBIT B
HEALTHCARE FINANCIAL PARTNERS REIT, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the ________ day of _______________, _____
(the "Grant Date"), by and between HEALTHCARE FINANCIAL PARTNERS REIT, INC. (the
"Company") and GMAC COMMERCIAL MORTGAGE CORPORATION (the "Optionee").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has authorized the grant
to Optionee of a non-qualified stock option authorizing Optionee to purchase
shares of common stock of the Company; and
WHEREAS, the Company and Optionee wish to confirm the terms and
conditions of the option;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is hereby agreed between the parties hereto as follows:
1. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, the Company hereby grants to the
Optionee an option (the "Option") to purchase, all or any part of ______________
shares of common stock of the Company (the "Common Stock").
2. Term and Exercise of Option. Subject to the further provisions
of this Agreement:
(a) The Option is exercisable during the Option Period
(as defined in Section 4 hereof) but only to the extent provided by the
vesting provisions of Section 5.
(b) Any vested portion of the Option may be exercised at
any time during the Option Period by the delivery to the Company, at
its principal place of business, of (i) a written notice of exercise in
substantially the form attached hereto as Exhibit 1, which shall be
actually delivered to the Company no earlier than thirty (30) days and
no later than ten (10) days prior to the date upon which Optionee
desires to exercise all or any portion of the Option; (ii) payment to
the Company of the Exercise Price, defined in Section 3 below,
multiplied by the number of shares being purchased (the "Purchase
Price") in cash or a certified check; and (iii) cash or a certified
check representing payment of all withholding tax obligations (whether
federal, state or local), imposed by reason of the exercise of the
Option. Upon acceptance of such notice, receipt of payment in full of
the Purchase Price, and receipt of payment of all withholding tax
obligations, the Company shall cause to be issued a certificate
representing the shares of Common Stock purchased.
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(c) The Purchase Price must be paid in full upon the
exercise of an Option and no shares of Common Stock will be issued or
delivered until full payment therefor has been made.
3. Exercise Price. The exercise price for each share of Common
Stock for which the Option is exercised is $________, subject to adjustment as
set forth in Section 8 hereof (the "Exercise Price").
4. Term and Termination of Option. Except as otherwise provided
in Section 8 below, the term of the Option (the "Option Period") will commence
on the Grant Date and terminate on the second anniversary of the Grant Date.
Upon the expiration of the Option Period, this Option and all unexercised rights
granted to Optionee hereunder will terminate, and thereafter be null and void.
5. Vesting. The Option will become fully vested and exercisable
upon the Grant Date.
6. Rights as Shareholder. Until the stock certificates reflecting
the Common Stock accruing to the Optionee upon exercise of the Option are issued
to the Optionee, the Optionee shall have no rights as a shareholder with respect
to such Common Stock. The Company will make no adjustment for any dividends or
distributions or other rights on or with respect to shares of Common Stock
purchased pursuant to the Option for which the record date is prior to the
issuance of that stock certificate, except as this Agreement otherwise provides.
7. Restriction on Transfer of Option. The Option evidenced hereby
is nontransferable and is exercisable only by the Optionee, except that the
Optionee may transfer the Option to a corporation which is an affiliate of the
Optionee, provided the Optionee gives the Company notice of such transfer.
8. Changes in Capitalization.
(a) In the event of reorganization, recapitalization,
stock split, reverse stock split, stock dividend, combination of
shares, merger, consolidation, acquisition of property or stock, or any
change in the capital structure of the Company, the Board of Directors
of the Company shall make those adjustments as may be appropriate in
the number and kind of shares as to which this Option is exercisable,
to the end that, to the extent practicable, Optionee's proportionate
interest will be maintained as before the occurrence of such event.
Adjustments will be made without change in the total price applicable
to the Option and with a corresponding adjustment in the Exercise Price
if necessary. No fractional shares will be issued or optioned in making
the foregoing adjustments.
(b) The creation or increase of authorized stock or
securities of any class of the Company or the issuance for
consideration by the Company of stock or securities of any class of the
Company or of securities convertible into such stock or securities will
not affect, and no adjustment by reason thereof will be made with
respect to, the number or price of shares of Common Stock subject to
this Option.
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(c) The grant of this Option will not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate, or to dissolve,
liquidate, sell, or transfer all or part of its business or assets.
(d) A dissolution or liquidation of the Company will
cause this Option to terminate as to any portion thereof not exercised
as of the effective date of the dissolution or liquidation.
(e) The foregoing adjustments and the manner of
application of the foregoing provisions will be determined by the Board
of Directors of the Company in its sole discretion. Any adjustment may
provide for the elimination of any fractional share which might
otherwise become subject to an Option.
9. Special Limitation on Exercise. Notwithstanding anything
contained herein to the contrary, no purported exercise of the Option will be
effective without the written approval of the Company, which may be withheld to
the extent that its exercise, either individually or in the aggregate together
with the exercise of other previously exercised stock options and/or offers and
sales pursuant to any prior or contemplated offering of securities, would, in
the sole and absolute judgment of the Company, require the filing of a
registration statement with the United States Securities and Exchange
Commission, or with the securities commission of any state. The Company shall
avail itself of any exemptions from registration contained in applicable federal
and state securities laws which are reasonably available to the Company on terms
which, in its sole and absolute discretion, it deems reasonable and not unduly
burdensome or costly. If the Option cannot be exercised at the time it would
otherwise expire due to the restrictions contained in this Section, the exercise
period will be extended for successive one-year periods until it can be
exercised in accordance with this Section. The Optionee shall deliver to the
Company, prior to the exercise of the Option, such information, representations
and warranties as the Company may reasonably request in order for the Company to
be able to satisfy itself that the Common Stock to be acquired pursuant to the
exercise of the Option is being acquired in accordance with the terms of an
applicable exemption from the securities registration requirements of applicable
federal and state securities laws.
10. Legend on Stock Certificates. Certificates evidencing Common
Stock to be distributed pursuant to the Agreement will, to the extent
appropriate at the time, have noted conspicuously on the certificates a legend
to the following effect, which is intended to give all persons full notice of
the existence of the conditions, restrictions, rights and obligations set forth
in this Agreement:
(a) That the securities evidenced by the certificate were
issued without registration under the Securities Act of 1933, as
amended (the "1933 Act"), or under the applicable laws of any state or
states (collectively referred to as the "State Acts"), in reliance upon
certain exemptive provisions of the 1933 Act or any applicable State
Acts;
(b) That the securities cannot be sold or transferred
unless, in the opinion of counsel reasonably acceptable to the Company,
the sale or transfer would be:
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(1) Pursuant to an effective registration
statement under the 1933 Act or pursuant to an available
exemption form registration; and
(2) A transaction which is exempt under any
applicable State Acts or pursuant to an effective registration
statement under or in a transaction which is otherwise in
compliance with the State Acts; and
(c) That the securities evidenced by the certificate were
issued in accordance with the provisions of the Agreement and are
subject to the provisions thereof and may not be sold or transferred
except in compliance with said provisions.
11. Governing Laws. This Agreement is construed, administered and
enforced according to the laws of the State of Maryland; provided, however, no
option may be exercised except, in the reasonable judgment of the Board of
Directors of the Company, in compliance with exemptions under applicable state
securities laws.
12. Successors. This Agreement is binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns of
the parties.
13. Notice. Except as otherwise specified herein, all notices and
other communications under this Agreement must be in writing and will be deemed
to have been given if personally delivered or if sent by registered or certified
United States mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the last known address of the recipient. Any party may
designate any other address to which notices must be sent by giving notice of
the address to the other parties in the same manner as provided herein.
14. Severability. In the event that any one or more of the
provisions or portion thereof contained in this Agreement is for any reason held
to be invalid, illegal or unenforceable in any respect, the same will not
invalidate or otherwise affect any other provisions of this Agreement, and this
Agreement will be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.
15. Entire Agreement. This Agreement expresses the entire
understanding and agreement of the parties. This Agreement may be executed in
two or more counterparts, each of which will be deemed an original but all of
which will constitute one and the same instrument.
16. Violation. Any transfer, pledge, sale, assignment, or
hypothecation of the Option or any portion thereof will be a violation of the
terms of this Agreement and will be void and without effect.
17. Headings. Paragraph headings used herein are for convenience
of reference only and will not be considered in construing this Agreement.
18. Specific Performance. In the event of any actual or threatened
default in, or breach of, any of the terms, conditions and provisions of this
Agreement, the party or parties who are
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thereby aggrieved will have the right to specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement
on the day and year first set forth above.
HEALTHCARE FINANCIAL PARTNERS REIT,
INC.
By:
---------------------------------
Title:
------------------------------
ATTEST:
By:
---------------------------------
Title:
---------------------------------
(CORPORATE SEAL)
GMAC COMMERCIAL MORTGAGE
CORPORATION
By:
---------------------------------
Title:
---------------------------------
ATTEST:
By:
---------------------------------
Title:
---------------------------------
(CORPORATE SEAL)
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EXHIBIT 1
NOTICE OF EXERCISE OF
HEALTHCARE FINANCIAL PARTNERS REIT, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
TO PURCHASE COMMON STOCK OF
HEALTHCARE FINANCIAL PARTNERS REIT, INC.
Name: GMAC Commercial Mortgage
Corporation
Address:
-------------------------
-------------------------
Date:
-------------------------
HealthCare Financial Partners REIT, Inc.
0 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Re: Exercise of Non-Qualified Stock Option
Gentlemen:
Subject to acceptance hereof in writing by HealthCare Financial
Partners REIT, Inc. (the "Company") pursuant to the provisions of that certain
HealthCare Financial Partners REIT, Inc. Non-Qualified Stock Option Agreement
(the "Agreement"), the undersigned hereby gives at least ten days but not more
than thirty days prior notice of its election to exercise options granted to it
to purchase ___________ shares of common stock, $.0001 par value per share, of
the Company (the "Common Stock") under the Agreement dated as of
________________, _____. The purchase will take place as of __________, _____
(the "Exercise Date").
On or before the Exercise Date, the undersigned will pay the applicable
purchase price by delivery of cash or a certified check for $___________ for the
full purchase price payable to the order of HealthCare Financial Partners REIT,
Inc.
As soon as the stock certificate is registered in the name of the
undersigned, please delivery it to the undersigned at the above address.
If the Common Stock being acquired is not registered for issuance to
and resale by the Optionee pursuant to an effective registration statement on
Form S-8 (or successor form) filed under the Securities Act of 1933, as amended
(the "1933 Act"), the undersigned hereby represents, warrants, covenants, and
agrees with the Company as follows:
The shares of the Common Stock being acquired by the
undersigned will be acquired for its own account without the
participation of any other person, with the
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intent of holding the Common Stock for investment and without the
intent of participating, directly or indirectly, in a distribution of
the Common Stock and not with a view to, or for resale in connection
with, any distribution of the Common Stock, nor is the undersigned
aware of the existence of any distribution of the Common Stock;
The undersigned is not acquiring the Common Stock based upon
any representation, oral or written, by any person with respect to the
future value of, or income from, the Common Stock but rather upon an
independent examination and judgment as to the prospects of the
Company;
The Common Stock was not offered to the undersigned by means
of publicly disseminated advertisements or sales literature, nor is the
undersigned aware of any offers made to other persons by such means;
The undersigned is able to bear the economic risks of the
investment in the Common Stock, including the risk of a complete loss
of its investment therein;
The undersigned understands and agrees that the Common Stock
will be issued and sold to it without registration under any state law
relating to the registration of securities for sale, and will be issued
and sold in reliance on the exemptions from registration under the 1933
Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and
regulations promulgated thereunder;
The Common Stock cannot be offered for sale, sold or
transferred by the undersigned other than pursuant to: (A) an effective
registration under the 1933 Act or in a transaction otherwise in
compliance with the 1933 Act; and (B) evidence satisfactory to the
Company of compliance with the applicable securities laws of other
jurisdictions. The Company shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above
laws;
The Company will be under no obligation to register the Common
Stock or to comply with any exemption available for sale of the Common
Stock without registration or filing, and the information or conditions
necessary to permit routine sales of securities of the Company under
Rule 144 under the 1933 Act are not now available and no assurance has
been given that it or they will become available. The Company is under
no obligation to act in any manner so as to make Rule 144 available
with respect to the Common Stock;
The undersigned has and has had complete access to and the
opportunity to review and make copies of all material documents related
to the business of the Company, including, but not limited to,
contracts, financial statements, tax returns, leases, deeds and other
books and records. The undersigned has examined such of these documents
as it wished and is familiar with the business and affairs of the
Company. The undersigned realizes that the purchase of the Common Stock
is a speculative investment and that any possible profit therefrom is
uncertain;
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The undersigned has had the opportunity to ask questions of
and receive answers from the Company and any person acting on its
behalf and to obtain all material information reasonably available with
respect to the Company and its affairs. The undersigned has received
all information and data with respect to the Company which it has
requested and which it has deemed relevant in connection with the
evaluation of the merits and risks of my investment in the Company;
The undersigned has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and
risks of the purchase of the Common Stock hereunder and it is able to
bear the economic risk of such purchase; and
The agreements, representations, warranties and covenants made
by the undersigned herein extend to and apply to all of the Common
Stock of the Company issued to the undersigned pursuant to this Option.
Acceptance by the undersigned of the certificate representing such
Common Stock shall constitute a confirmation by the undersigned that
all such agreements, representations, warranties and covenants made
herein shall be true and correct at that time.
The undersigned understands that the certificates representing the
shares being purchased by it in accordance with this notice will bear a legend
referring to the foregoing covenants, representations and warranties and
restrictions on transfer, and the undersigned agrees that a legend to that
effect may be placed on any certificate which may be issued to it as a
substitute for the certificates being acquired by me in accordance with this
notice.
Very truly yours,
GMAC COMMERCIAL MORTGAGE
CORPORATION
By:
------------------------------
Title:
----------------------------
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AGREED TO AND ACCEPTED:
HEALTHCARE FINANCIAL PARTNERS REIT,
INC.
By:
--------------------------------
Title:
------------------------------
Number of Shares
Exercised:
--------------------------
Number of Shares
Remaining: Date:
-------------------------- -------------------------
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