0001104659-16-153365 Sample Contracts

TAX MATTERS AGREEMENT
Tax Matters Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • California

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2016, by and between HCP, INC., a Maryland corporation (“HCP”), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (“SpinCo”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN HCP, INC. and QUALITY CARE PROPERTIES, INC. Dated as of October 31, 2016
Transition Services Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • California

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October 31, 2016 (the “Effective Date”), by and between HCP, INC., a Maryland corporation (“Service Provider”), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (“Service Recipient”). Service Provider and Service Recipient are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of October 31, 2016 among QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC, QCP SNF EAST REIT, LLC, and QCP AL REIT, LLC, as Borrowers, QCP HOLDCO REIT, LLC and QUALITY CARE PROPERTIES, INC., as...
Credit and Guaranty Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • New York

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among QCP SNF WEST REIT, LLC, a Delaware limited liability company (“SNF West”), QCP SNF CENTRAL REIT, LLC, a Delaware limited liability company (“SNF Central”), QCP SNF EAST REIT, LLC, a Delaware limited liability company (“SNF East”) and QCP AL REIT, LLC, a Delaware limited liability company (“AL” and, collectively with SNF West, SNF Central and SNF East, the “Borrowers” and each a “Borrower”), QCP HOLDCO REIT, LLC, a Delaware limited liability company (“Parent REIT”), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (“QCP” and, collectively with Parent REIT, the “Parent Guarantors” and each a “Parent Guarantor”), certain subsidiaries of QCP from time to time party hereto as guarantors, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), Barclays Bank

REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of October 31, 2016 among QUALITY CARE PROPERTIES, INC., as Borrower, CERTAIN SUBSIDIARIES OF QUALITY CARE PROPERTIES, INC. FROM TIME TO TIME PARTY HERETO, as Subsidiary Guarantors, and HCP, INC., as Lender
Credit and Guaranty Agreement • October 31st, 2016 • Quality Care Properties, Inc. • Real estate investment trusts • New York

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among QUALITY CARE PROPERTIES, INC., a Maryland corporation, as borrower (the “Borrower”), certain subsidiaries of the Borrower from time to time party hereto as guarantors, and HCP, INC., a Maryland corporation, as lender (together with its permitted assigns, the “Lender”).

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