Common use of Liability of Trustees, etc Clause in Contracts

Liability of Trustees, etc. 106111 Section 12.22. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 107112 Section 12.23. Effect on Existing Credit Agreement. 107112 Section 12.24. Acknowledgement Regarding Any Supported QFCs 113 SCHEDULE I Commitments SCHEDULE 1.1. Loan Parties SCHEDULE 6.1.(i) Litigation SCHEDULE 6.1.(s) Affiliate Transactions EXHIBIT A Form of Assignment and Assumption Agreement EXHIBIT B Form of Guaranty EXHIBIT C Form of Notice of Borrowing EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion EXHIBIT F Form of Notice of Swingline Borrowing EXHIBIT G Form of Revolving Note EXHIBIT H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT J Form of Compliance Certificate EXHIBIT K Forms of U.S. Tax Compliance Certificates THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST,DIVERSIFIED HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of XXXXX FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents (each a “Syndication Agent”), each of BANK OF AMERICA, N.A., COMPASS BANKBBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX BANK, N.A. and REGIONS BANK, as Documentation Agents (each a “Documentation Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 106111 113118 Section 12.2212.21. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 107112 113119 Section 12.2312.22. Effect on Existing Credit AgreementNo Novation. 107112 113119 Section 12.24. 12.23 Acknowledgement Regarding Any Supported QFCs 113 QFCs. 119 SCHEDULE I Commitments SCHEDULE 1.1. 1.1.1.1 List of Loan Parties SCHEDULE 6.1.(i6.1.6.1(i) Litigation SCHEDULE 6.1.(s) Affiliate Transactions EXHIBIT A Form of Assignment and Assumption Agreement EXHIBIT B Form of Guaranty Disbursement Instruction Agreement EXHIBIT C Form of Notice of Borrowing Guaranty EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion EXHIBIT F Form of Notice of Swingline Revolving Borrowing EXHIBIT G Form of Notice of Swingline Borrowing EXHIBIT H Form of Notice of Term Loan Borrowing EXHIBIT I Form of Revolving Note EXHIBIT H J Form of Swingline Note EXHIBIT I K Form of Disbursement Instruction Agreement 2020 Term Note EXHIBIT J L Form of Compliance Certificate EXHIBIT K 2022 Term Note EXHIBITS M-1 – M-4 Forms of U.S. Tax Compliance Certificates EXHIBIT N Form of Compliance Certificate THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 1December 13, 2017 2018 by and among SENIOR HOUSING OFFICE PROPERTIES TRUST,DIVERSIFIED HEALTHCARE INCOME TRUST (f/k/a SENIOR HOUSING GOVERNMENT PROPERTIES INCOME TRUST), a real estate investment trust formed organized under the laws of the State of Maryland (the “Borrower”), each of XXXXX FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. 12.5.Section 12.5 (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents (each a “Syndication Agent”), each of BANK OF AMERICA, N.A., COMPASS BANKBBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX BANK, N.A. and REGIONS BANK, as Documentation Agents (each a “Documentation Agent”), and XXXXX asWELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), each of CITIBANK, N.A., and BANK OF AMERICA, N.A., as a Syndication Agent for the revolving credit facility and the term loan facility to mature in 2020 (each a “Revolving/2020 Syndication Agent”), PNC BANK, NATIONAL ASSOCIATION, as the Syndication Agent for the term loan facility to mature in 2022 (the “2022 Syndication Agent”, together with each Revolving/2020 Syndication Agent, each a “Syndication Agent”), each of MIZUHO BANK, LTD., ROYAL BANK OF CANADA, U.S. BANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK and SUMITOMO MITSUI BANKING CORPORATION as a Documentation Agent for the revolving credit facility (each a “Revolving Documentation Agent”), each of ROYAL BANK OF CANADA, MIZUHO BANK, LTD., U.S. BANK NATIONAL ASSOCIATION, and COMPASS BANK, as a Documentation Agent for the term loan facility to mature in 2020 (each a “2020 Documentation Agent”), REGIONS BANK, as the Documentation Agent for the term loan facility to mature in 2022 (the “2022 Documentation Agent”; together with each Revolving Documentation Agent and 2020 Documentation Agent, each a “Documentation Agent”) and each of XXXXX FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC. and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATEDCITIBANK, N.A. and BofA SECURITIES, INC., as Joint Lead Arrangers and Joint Lead Bookrunners for the revolving credit facility and the term loan facility to mature in 2020 (collectively, the “Revolving/2020 Joint Lead Arrangers”), and XXXXX FARGO SECURITIES, LLC and PNC CAPITAL MARKETS, LLC, as Joint Lead Arrangers and Joint Bookrunners for the term loan facility to mature in 2022 (collectively, the “2022 Joint Lead Arrangers; together with the Revolving/2020 Joint Lead Arrangers, collectively, the “Lead Arrangers”).

Liability of Trustees, etc. 106111 8894 Section 12.2212.21. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 107112 8894 Section 12.2312.22. Effect on Existing Credit Term Loan Agreement. 107112 8994 Section 12.2412.23. Acknowledgement Regarding Any Supported QFCs 113 QFCs. 95 SCHEDULE I Commitments Loans SCHEDULE 1.1. Loan Parties SCHEDULE 6.1.(i) Litigation SCHEDULE 6.1.(s) Affiliate Transactions EXHIBIT A Form of Assignment and Assumption Agreement EXHIBIT B Form of Guaranty EXHIBIT C Form of Notice of Borrowing EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion EXHIBIT F Form of Notice of Swingline Borrowing Note EXHIBIT G Form of Revolving Note EXHIBIT H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT J H Form of Compliance Certificate EXHIBIT K I Forms of U.S. Tax Compliance Certificates THIS AMENDED AND RESTATED CREDIT TERM LOAN AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST,DIVERSIFIED HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of XXXXX the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WXXXX FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents Agent (each a the “Syndication Agent”) and MIZUHO BANK (USA), each of BANK OF AMERICA, N.A., COMPASS BANKBBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX BANK, N.A. and REGIONS BANK, as Documentation Agents Agent (each a the “Documentation Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 106111 94118 Section 12.2212.21. Acknowledgement and Consent to Bail-In of EEAAffected Affected Financial Institutions. 107112 Institutions 94118 Section 12.2312.22. Effect on Existing Credit Agreement. 107112 Term Loan Agreement 94119 Section 12.2412.23. Acknowledgement Regarding Any Supported QFCs 113 95119 Section 12.24. Stamp, Intangible and Recording Taxes 120 Section 12.25. Intercreditor Agreement 120 SCHEDULE I Commitments Loans SCHEDULE 1.1. Loan Parties SCHEDULE 6.1.(i) Litigation SCHEDULE 6.1.(s) Affiliate Transactions SCHEDULE 6.1.(z) Unencumbered Assets Schedule 6.1.(ee) Flood Zones EXHIBIT A Form of Assignment and Assumption Agreement EXHIBIT B Form of Guaranty EXHIBIT C Form of Notice of Borrowing EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion EXHIBIT F Form of Notice of Swingline Borrowing Note EXHIBIT G Form of Revolving Note EXHIBIT H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT J H Form of Compliance Certificate EXHIBIT K I Forms of U.S. Tax Compliance Certificates ANNEX I Collateral Property Diligence THIS AMENDED AND RESTATED CREDIT TERM LOAN AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST,DIVERSIFIED HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of XXXXX the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WXXXX FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents Agent (each a the “Syndication Agent”) and MIZUHO BANK (USA), each of BANK OF AMERICA, N.A., COMPASS BANKBBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX BANK, N.A. and REGIONS BANK, as Documentation Agents Agent (each a the “Documentation Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 106111 147153 Section 12.22. Acknowledgement and Consent to Bail-In of EEAAffected Affected Financial Institutions. 107112 Institutions 147153 Section 12.23. Effect on Existing Credit Agreement. 107112 Agreement 148154 Section 12.24. Acknowledgement Regarding Any Supported QFCs 113 148154 Section 12.25. Stamp, Intangible and Recording Taxes 149155 Section 12.26. Technical Amendments 149155 Section 12.27. Intercreditor Agreement 149156 SCHEDULE I Commitments SCHEDULE 1.1. Loan Parties SCHEDULE 2.12. Extended Commitments SCHEDULE 6.1.(i) Litigation SCHEDULE 6.1.(s) Affiliate Transactions SCHEDULE 6.1.(z) Unencumbered Assets SCHEDULE 6.1.(ee) Flood Zones EXHIBIT A Form of Assignment and Assumption Agreement EXHIBIT B Form of Guaranty EXHIBIT C Form of Notice of Borrowing EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion EXHIBIT F Form of Notice of Swingline Borrowing EXHIBIT G Form of Revolving Note EXHIBIT H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT J Form of Compliance Certificate EXHIBIT K Forms of U.S. Tax Compliance Certificates ANNEX I Collateral Property Diligence THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST,DIVERSIFIED HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of XXXXX WXXXX FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. INCCITIBANK, N.A. and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents (each a “Syndication Agent”), each of BANK OF AMERICA, N.A., COMPASS BANKBBVA BBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX HXXXXX BANK, N.A. and REGIONS BANK, as Documentation Agents (each a “Documentation Agent”), and XXXXX WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 106111 115128 Section 12.2212.21. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 107112 115128 Section 12.22. No Novation. 115128 Section 12.23. Effect on Existing Credit Agreement. 107112 Section 12.24. Acknowledgement Regarding Any Supported QFCs 113 QFCs. 129 - SCHEDULE I Commitments SCHEDULE 1.1. 1.1.(a) Existing Letters of Credit SCHEDULE 1.1.(c) Loan Parties SCHEDULE 1.1(d) Sonesta Hotels SCHEDULE 6.1.(i) Litigation SCHEDULE 6.1.(s) Affiliate Transactions EXHIBIT A Form of Assignment and Assumption Agreement EXHIBIT B Form of Guaranty EXHIBIT C Form of Notice of Borrowing EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion EXHIBIT F Form of Notice of Swingline Borrowing EXHIBIT G Form of Revolving Note EXHIBIT H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement Term Note EXHIBIT J Form of Compliance Certificate EXHIBIT K Form of Disbursement Instruction Agreement EXHIBITS L 1-4 Forms of U.S. Tax Compliance Certificates EXHIBIT M Form of Pledge Agreement THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 1May 10, 2017 2018 (the “Agreement Date”), by and among SENIOR HOUSING Error! Reference source not found.SERVICE PROPERTIES TRUST,DIVERSIFIED HEALTHCARE TRUST (f/k/a SENIOR HOUSING HOSPITALITY PROPERTIES TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of XXXXX FARGO the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WELLX XXXGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WELLX XXXGO SECURITIES, LLC, MERRXXX XXXCH, PIERCE, FENNXX & XMITX XXXORPORATEDBofA Securities, Inc. (or its Affiliate), PNC CAPITAL MARKETS, LLC and RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents (each a “Syndication Agent”), and each of BANK OF AMERICACITIBANK, N.A., COMPASS BANKBBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX BANK, N.A. and REGIONS BANKU.S. BANK NATIONAL ASSOCIATION, as Documentation Agents (each a “Documentation Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 106111 111134 Section 12.22. Acknowledgement and Consent to Bail-In of EEAAffected Affected Financial Institutions. 107112 Institutions 112135 Section 12.23. Effect on Existing Credit Agreement. 107112 Agreement 112135 Section 12.24. Acknowledgement Regarding Any Supported QFCs 113 113136 Section 12.25. Stamp, Intangible and Recording Taxes 137 Section 12.26. Technical Amendments 137 Section 12.27. Intercreditor Agreement 137 SCHEDULE I Commitments SCHEDULE 1.1. Loan Parties SCHEDULE 2.12. Extended Commitments SCHEDULE 6.1.(i) Litigation SCHEDULE 6.1.(s) Affiliate Transactions SCHEDULE 6.1.(z) Unencumbered Assets SCHEDULE 6.1.(ee) Flood Zones EXHIBIT A Form of Assignment and Assumption Agreement EXHIBIT B Form of Guaranty EXHIBIT C Form of Notice of Borrowing EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion EXHIBIT F Form of Notice of Swingline Borrowing EXHIBIT G Form of Revolving Note EXHIBIT H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT J Form of Compliance Certificate EXHIBIT K Forms of U.S. Tax Compliance Certificates ANNEX I Collateral Property Diligence THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST,DIVERSIFIED HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of XXXXX FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents (each a “Syndication Agent”), each of BANK OF AMERICA, N.A., COMPASS BANKBBVA BBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX BANK, N.A. and REGIONS BANK, as Documentation Agents (each a “Documentation Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).