Common use of Form of Clause in Contracts

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice D-1 Revolving Note D-2 Term Note E Compliance Certificate F Assignment and Assumption G Sustainability Metric Annual Certificate This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCP, INC., a Maryland corporation (the “Borrower”), the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Alternative Currency Fronting Lender, JPMORGAN CHASE BANK, N.A. and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, ▇▇▇▇▇▇▇ SACHS BANK USA, MIZUHO BANK, LTD., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice D-1 D Revolving Note D-2 Term Note E Compliance Certificate F Assignment and Assumption G Sustainability Metric Annual Certificate This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 23September 20, 2019 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HEALTHPEAK PROPERTIES, INC. (formerly known as HCP, INC.Inc.), a Maryland corporation (the “Borrower”), the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Alternative Currency Fronting Lender, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS NEW YORK BRANCH, ▇G▇▇▇▇▇▇ SACHS BANK USA, MIZUHO BANK, LTD., ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., and PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, and TRUIST BANK, as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC CAPITAL ONE NATIONAL BANK, THE HUNTINGTON NATIONAL ASSOCIATIONBANK, REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice D-1 B-1 Revolving Note D-2 Term Note E C Compliance Certificate F D Assignment and Assumption G Sustainability Metric Annual Certificate E Designated Borrower Request and Assumption Agreement F Designated Borrower Notice This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 23September 17, 2019 2026 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCPJANUS LIVING OP, LLC, a Maryland limited liability company (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.19 (each a “Designated Borrower”; and together with the Company, the “Borrowers” and each a “Borrower”), JANUS LIVING, INC., a Maryland corporation (the “Borrower”)corporation, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Agent and L/C Issuer and Alternative Currency Fronting LenderIssuer, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT BNP PARIBAS, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, ▇G▇▇▇▇▇▇ SACHS S▇▇▇▇ BANK USA, KEYBANK NATIONAL ASSOCIATION, MIZUHO BANK, LTD., ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., and PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, BANCO SANTANDER, S.A., NEW YORK BRANCH, THE BANK OF NOVA SCOTIA, TD BANK, N.A. and TRUIST BANK, as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC CAPITAL ONE NATIONAL BANK, THE HUNTINGTON NATIONAL ASSOCIATIONBANK, M&T BANK, REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, TD BANK, N.A., BANK and U.S. BANK NATIONAL ASSOCIATION, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice D-1 B-1 Revolving Note D-2 B-2 Term Note E C Compliance Certificate F D Assignment and Assumption G Sustainability Metric Annual Certificate E Designated Borrower Request and Assumption Agreement F Designated Borrower Notice This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May March 23, 2019 2026 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCPJANUS LIVING OP, LLC, a Maryland limited liability company (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.19 (each a “Designated Borrower”; and together with the Company, the “Borrowers” and each a “Borrower”), JANUS LIVING, INC., a Maryland corporation (the “Borrower”)corporation, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Agent and L/C Issuer and Alternative Currency Fronting LenderIssuer, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, ▇G▇▇▇▇▇▇ SACHS S▇▇▇▇ BANK USA, MIZUHO BANK, LTD., ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., . and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, REGIONS MIZUHO BANK, SUMITOMO MITSUI BANKING CORPORATIONLTD., CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, KEYBANK NATIONAL ASSOCIATION, TRUIST BANK, BNP PARIBAS, TD BANK, N.A., N.A. and U.S. THE BANK NATIONAL ASSOCIATIONOF NOVA SCOTIA, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice D-1 B-1 Revolving Note D-2 B-2 Term Note E C Compliance Certificate F D Assignment and Assumption G Sustainability Metric Annual Certificate E Designated Borrower Request and Assumption Agreement F Designated Borrower Notice This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 23March [__], 2019 2026 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCPJANUS LIVING OP, LLC, a Maryland limited liability company (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.19 (each a “Designated Borrower”; and together with the Company, the “Borrowers” and each a “Borrower”), JANUS LIVING, INC., a Maryland corporation (the “Borrower”)corporation, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Agent and L/C Issuer and Alternative Currency Fronting LenderIssuer, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, ▇G▇▇▇▇▇▇ SACHS S▇▇▇▇ BANK USA, MIZUHO BANK, LTD., ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., . and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, REGIONS MIZUHO BANK, SUMITOMO MITSUI BANKING CORPORATIONLTD., CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, KEYBANK NATIONAL ASSOCIATION, TRUIST BANK, BNP PARIBAS, TD BANK, N.A., N.A. and U.S. THE BANK NATIONAL ASSOCIATIONOF NOVA SCOTIA, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice [Reserved] D-1 Revolving Term A-1 Note D-2 D-3 Term A-3 Note E Compliance Certificate F Assignment and Assumption G Sustainability Metric Annual Certificate This AMENDED AND RESTATED CREDIT TERM LOAN AGREEMENT, dated as of May 23August 22, 2019 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCPHEALTHPEAK OP, LLC, a Maryland limited liability company, HEALTHPEAK PROPERTIES, INC., a Maryland corporation (the “Borrower”)corporation, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Alternative Currency Fronting Lender, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication AgentsPNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, TRUIST BANK, BARCLAYS BANK PLC, KEYBANK NATIONAL ASSOCIATION and, M▇▇▇▇▇ S▇▇▇▇▇▇ SENIOR FUNDING, INC. and JPMORGAN CHASE BANK, N.A., as Co--Syndication Agents, and MIZUHO BANK, LTD., REGIONS BANK, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AGJPMORGAN CHASE BANK, CAYMAN ISLANDS BRANCHNAN.A., PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, TRUIST BANK, U.S. BANK NATIONAL ASSOCIATION, W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, and TD BANK, N.A., BARCLAYS BANK PLC, G▇▇▇▇▇▇ SACHS S▇▇▇▇ BANK USA, MIZUHO BANK, LTD., ▇USA and M▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice [Reserved] D-1 Revolving Term A-1 Note D-2 Term A-2 Note D-3 Term A-3 Note E Compliance Certificate F Assignment and Assumption G Sustainability Metric Annual Certificate This AMENDED AND RESTATED CREDIT TERM LOAN AGREEMENT, dated as of May 23August 22, 2019 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCPHEALTHPEAK OP, LLC, a Maryland limited liability company, HEALTHPEAK PROPERTIES, INC., a Maryland corporation (the “Borrower”)corporation, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Alternative Currency Fronting Lender, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication AgentsPNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, and TRUIST BANK, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, ▇▇KEYBANK NATIONAL ASSOCIATION and M▇▇▇▇▇ SACHS BANK USA, MIZUHO BANK, LTD., ▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., as Co-Syndication Agents, and MIZUHO BANK, LTD, REGIONS BANK AND TORONTO-DOMINION BANK, , CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, JPMORGAN CHASE BANK, NA,PNC BANK, NATIONAL ASSOCIATION,ROYAL BANK OF CANADA, TRUIST BANK, U.S. BANK NATIONAL ASSOCIATION,W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, and TD BANK, N.A., as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice D-1 D Revolving Note D-2 Term Note E Compliance Certificate F Assignment and Assumption G Sustainability Metric Annual Certificate This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 23September 20, 2019 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCPHEALTHPEAK OP, LLC, a Maryland limited liability company, HEALTHPEAK PROPERTIES, INC., a Maryland corporation (the “Borrower”)corporation, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Alternative Currency Fronting Lender, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS NEW YORK BRANCH, ▇G▇▇▇▇▇▇ SACHS S▇▇▇▇ BANK USA, MIZUHO BANK, LTD., ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., and PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, and TRUIST BANK, as Co-Documentation Agents, and BRANCH BANKING & TRUST COMPANY, PNC CAPITAL ONE NATIONAL BANK, THE HUNTINGTON NATIONAL ASSOCIATIONBANK, REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Senior Managing Agents.

Form of. A Committed Loan Notice B [Reserved] C Negotiated Rate Loan Notice [Reserved] D-1 Revolving Term A-1 Note D-2 Term A-2 Note D-3 Term A-3 Note E Compliance Certificate F Assignment and Assumption G Sustainability Metric Annual Certificate This AMENDED AND RESTATED CREDIT TERM LOAN AGREEMENT, dated as of May 23August 22, 2019 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HCPHEALTHPEAK OP, LLC, a Maryland limited liability company, HEALTHPEAK PROPERTIES, INC., a Maryland corporation (the “Borrower”)corporation, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Alternative Currency Fronting Lender, JPMORGAN CHASE BANK, N.A. and ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication AgentsPNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, TRUIST BANK, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, ▇▇KEYBANK NATIONAL ASSOCIATION and M▇▇▇▇▇ SACHS BANK USA, MIZUHO BANK, LTD., ▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ SENIOR FUNDING, INC., and ROYAL BANK OF CANADA, as Co-Documentation Syndication Agents, and BRANCH BANKING & TRUST COMPANYMIZUHO BANK, LTD, REGIONS BANK, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, JPMORGAN CHASE BANK, NA, PNC BANK, NATIONAL ASSOCIATION, REGIONS ROYAL BANK OF CANADA, TRUIST BANK, SUMITOMO MITSUI BANKING CORPORATIONU.S. BANK NATIONAL ASSOCIATION, W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, and TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Senior Managing Co-Documentation Agents.