Common use of Liability of Trustees, etc Clause in Contracts

Liability of Trustees, etc. 8894 Section 12.21. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 8894 Section 12.22. Effect on Existing Term Loan Agreement. 8994 SCHEDULE I 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 Note EXHIBIT G Form of Disbursement Instruction Agreement EXHIBIT H Form of Compliance Certificate EXHIBIT I Forms of U.S. Tax Compliance Certificates THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among 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 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 and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”) and MIZUHO BANK (USA), as Documentation Agent (the “Documentation Agent”).

Liability of Trustees, etc. 8894 111134 Section 12.2112.22. Acknowledgement and Consent to Bail-In of EEAAffected Affected Financial Institutions. 8894 Institutions 112135 Section 12.2212.23. Effect on Existing Term Loan AgreementCredit Agreement 112135 Section 12.24. 8994 Acknowledgement Regarding Any Supported QFCs 113136 SCHEDULE I Loans 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 G H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT H J Form of Compliance Certificate EXHIBIT I K Forms of U.S. Tax Compliance Certificates THIS AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among 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 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 XXXXX FARGO SECURITIES, LLC 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 Agent Agents (the each a “Syndication Agent”) ), each of BANK OF AMERICA, N.A., BBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO XXXXXX BANK, N.A. and MIZUHO BANK (USA)REGIONS BANK, as Documentation Agent Agents (the each a “Documentation Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 8894 94118 Section 12.21. Acknowledgement and Consent to Bail-In of EEAAffected Affected Financial Institutions. 8894 Institutions 94118 Section 12.22. Effect on Existing Term Loan AgreementAgreement 94119 Section 12.23. 8994 Acknowledgement Regarding Any Supported QFCs 95119 SCHEDULE I 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 Note EXHIBIT G Form of Disbursement Instruction Agreement EXHIBIT H Form of Compliance Certificate EXHIBIT I Forms of U.S. Tax Compliance Certificates THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among 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 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 and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”) and MIZUHO BANK (USA), as Documentation Agent (the “Documentation Agent”).

Liability of Trustees, etc. 8894 106111 Section 12.2112.22. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 8894 107112 Section 12.2212.23. Effect on Existing Term Loan Credit Agreement. 8994 107112 SCHEDULE I Loans 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 G H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT H J Form of Compliance Certificate EXHIBIT I K Forms of U.S. Tax Compliance Certificates THIS AMENDED AND RESTATED TERM LOAN 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 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 XXXXX FARGO SECURITIES, LLC 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 Agent Agents (the 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 MIZUHO BANK (USA)REGIONS BANK, as Documentation Agent Agents (the each a “Documentation Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 8894 147153 Section 12.2112.22. Acknowledgement and Consent to Bail-In of EEAAffected Affected Financial Institutions. 8894 Institutions 147153 Section 12.2212.23. Effect on Existing Term Loan AgreementCredit Agreement 148154 Section 12.24. 8994 Acknowledgement Regarding Any Supported QFCs 148154 Section 12.25. Stamp, Intangible and Recording Taxes 149155 Section 12.26. Technical Amendments 149155 Section 12.27. Intercreditor Agreement 149156 SCHEDULE I Loans 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 G H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction Agreement EXHIBIT H J Form of Compliance Certificate EXHIBIT I K Forms of U.S. Tax Compliance Certificates ANNEX I Collateral Property Diligence THIS AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among 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 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 LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS 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 Agent Agents (the each a “Syndication Agent”) ), each of BANK OF AMERICA, N.A., BBVA USA f/k/a COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO HXXXXX BANK, N.A. and MIZUHO BANK (USA)REGIONS BANK, as Documentation Agent Agents (the each a “Documentation Agent”), and WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Liability of Trustees, etc. 8894 115128 Section 12.21. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 8894 115128 Section 12.22. Effect on Existing Term Loan AgreementNo Novation. 8994 115128 Section 12.23. Acknowledgement Regarding Any Supported QFCs. 129 - SCHEDULE I Loans 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 G H Form of Swingline Note EXHIBIT I Form of Term Note EXHIBIT J Form of Compliance Certificate EXHIBIT K Form of Disbursement Instruction Agreement EXHIBIT H Form of Compliance Certificate EXHIBIT I EXHIBITS L 1-4 Forms of U.S. Tax Compliance Certificates EXHIBIT M Form of Pledge Agreement THIS SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of August 1May 10, 2017 2018 (the “Agreement Date”), by and among DIVERSIFIED HEALTHCARE Error! Reference source not found.SERVICE PROPERTIES 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 the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WXXXX FARGO WELLX XXXGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WXXXX FARGO WELLX XXXGO SECURITIES, LLC, MERRXXX XXXCH, PIERCE, FENNXX & XMITX XXXORPORATEDBofA Securities, Inc. (or its Affiliate), PNC CAPITAL MARKETS, LLC and PNC RBC CAPITAL MARKETS LLCMARKETS, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATIONASSOCIATION and ROYAL BANK OF CANADA, as Syndication Agent Agents (the each a “Syndication Agent”) ), and each of CITIBANK, N.A., COMPASS BANK, MIZUHO BANK, LTD., REGIONS BANK, SUMITOMO MITSUI BANKING CORPORATION, and U.S. BANK (USA)NATIONAL ASSOCIATION, as Documentation Agent Agents (the each a “Documentation Agent”).

Liability of Trustees, etc. 8894 113118 Section 12.21. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 8894 113119 Section 12.22. Effect on Existing Term Loan AgreementNo Novation. 8994 113119 SCHEDULE I Loans 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 Note Notice of Revolving Borrowing EXHIBIT G Form of Disbursement Instruction Agreement Notice of Swingline Borrowing EXHIBIT H Form of Compliance Certificate Notice of Term Loan Borrowing EXHIBIT I Form of Revolving Note EXHIBIT J Form of Swingline Note EXHIBIT K Form of 2020 Term Note EXHIBIT L Form of 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 TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of August 1December 13, 2017 2018 by and among DIVERSIFIED HEALTHCARE OFFICE PROPERTIES 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 the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. 12.5.Section 12.5 (the “Lenders”), and WXXXX XXXXX FARGO BANK, NATIONAL ASSOCIATION, asWELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WXXXX FARGO SECURITIESCITIBANK, LLC N.A., and PNC CAPITAL MARKETS LLCBANK OF AMERICA, N.A., as Joint Lead Arrangers a Syndication Agent for the revolving credit facility and Joint Bookrunners the term loan facility to mature in 2020 (each a “Lead ArrangerRevolving/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”) and MIZUHO BANK (USA), 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”).