Credit Agreement dated as of March 31, 2006


     

     

    
      
        

      



    


    EXECUTION
      COPY

    


    


    Published
      CUSIP Number ___________

    


    


    


    CREDIT
      AGREEMENT

    


    Dated
      as
      of March 31, 2006

    


    among

    


    OHI
      ASSET, LLC

    OHI
      ASSET
      (ID), LLC

    OHI
      ASSET
      (LA), LLC

    OHI
      ASSET
      (TX), LLC

    OHI
      ASSET
      (CA), LLC

    DELTA
      INVESTORS I, LLC

    DELTA
      INVESTORS II, LLC

    TEXAS
      LESSOR - STONEGATE, LP

    


    as
      Borrowers,

    


    THE
      LENDERS PARTY HERETO,

    


    BANK
      OF
      AMERICA, N.A.,

    as
      Administrative Agent, Swing Line Lender and L/C Issuer,

    


    and

    


    BANC
      OF
      AMERICA SECURITIES LLC,

    as
      Sole
      Lead Arranger and Sole Book Manager

    


    and
      

    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS and UBS SECURITIES LLC,

    as
      Co-Syndication Agents

    


    and

    


    GENERAL
      ELECTRIC CAPITAL CORPORATION and LASALLE BANK, N.A.,

    as
      Co-Documentation Agents

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    

      
        	
                TABLE
                  OF CONTENTS

              	 
	 	 
	
                Article
                  and Section

              	
                Page

              
	 	 
	
                ARTICLE
                  I DEFINITIONS AND ACCOUNTING TERMS

              	
                2

              
	
                1.01Defined
                  Terms.

              	
                2

              
	
                1.02Interpretive
                  Provisions.

              	
                36

              
	
                1.03Accounting
                  Terms.

              	
                36

              
	
                1.04Rounding.

              	
                37

              
	
                1.05References
                  to Agreements and Laws.

              	
                37

              
	
                1.06Times
                  of Day.

              	
                37

              
	
                1.07Letter
                  of Credit Amounts.

              	
                37

              
	 	 
	
                ARTICLE
                  II COMMITMENTS AND EXTENSION OF CREDITS

              	
                37

              
	
                2.01Commitments.

              	
                37

              
	
                2.02Borrowings,
                  Conversions and Continuations.

              	
                40

              
	
                2.03Additional
                  Provisions with respect to Letters of Credit.

              	
                41

              
	
                2.04Additional
                  Provisions with respect to Swing Line Loans.

              	
                48

              
	
                2.05Repayment
                  of Loans.

              	
                50

              
	
                2.06Prepayments.

              	
                50

              
	
                2.07Termination
                  or Reduction of Commitments.

              	
                51

              
	
                2.08Interest.

              	
                52

              
	
                2.09Fees.

              	
                52

              
	
                2.10Computation
                  of Interest and Fees.

              	
                54

              
	
                2.11Payments
                  Generally.

              	
                54

              
	
                2.12Sharing
                  of Payments.

              	
                56

              
	
                2.13Evidence
                  of Debt.

              	
                56

              
	
                2.14Joint
                  and Several Liability of the Borrowers.

              	
                57

              
	
                2.15Appointment
                  of Parent as Legal Representative for Credit Parties.

              	
                59

              
	 	 
	
                ARTICLE
                  III TAXES, YIELD PROTECTION AND ILLEGALITY

              	
                59

              
	
                3.01Taxes.

              	
                59

              
	
                3.02Illegality.

              	
                60

              
	
                3.03Inability
                  to Determine Rates.

              	
                61

              
	
                3.04Increased
                  Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar
                  Rate
                  Loans.

              	
                61

              
	
                3.05Funding
                  Losses.

              	
                62

              
	
                3.06Matters
                  Applicable to all Requests for Compensation.

              	
                62

              
	
                3.07Survival.

              	
                63

              
	 	 
	
                ARTICLE
                  IV CONDITIONS PRECEDENT TO EXTENSION OF CREDITS

              	
                63

              
	
                4.01Conditions
                  to Initial Extensions of Credit.

              	
                63

              
	
                4.02Conditions
                  to Extensions of Credit.

              	
                67

              
	 	 
	
                ARTICLE
                  V REPRESENTATIONS AND WARRANTIES

              	
                68

              
	
                5.01Financial
                  Statements; No Material Adverse Effect; No Internal Control
                  Event.

              	
                68

              
	
                5.02Corporate
                  Existence and Power.

              	
                69

              
	
                5.03Corporate
                  and Governmental Authorization; No Contravention.

              	
                69

              
	
                5.04Binding
                  Effect.

              	
                69

              
	
                5.05Litigation.

              	
                69

              
	
                5.06Compliance
                  with ERISA.

              	
                70

              
	
                5.07Environmental
                  Matters.

              	
                70

              
	
                5.08Margin
                  Regulations; Investment Company Act.

              	
                71

              
	
                5.09Compliance
                  with Laws.

              	
                72

              
	
                5.10Ownership
                  of Property; Liens.

              	
                72

              
	
                5.11Corporate
                  Structure; Capital Stock, Etc.

              	
                72

              
	
                5.12Real
                  Property Assets; Leases.

              	
                73

              
	
                5.13Material
                  Contracts; Additional Contractual Obligations.

              	
                74

              
	
                5.14Investments.

              	
                74

              
	
                5.15Solvency.

              	
                74

              
	
                5.16Taxes.

              	
                74

              
	
                5.17REIT
                  Status.

              	
                75

              
	
                5.18Insurance.

              	
                75

              
	
                5.19Healthcare;
                  Facility Representations and Warranties.

              	
                75

              
	
                5.20Disclosure.

              	
                77

              
	 	 
	
                ARTICLE
                  VI AFFIRMATIVE COVENANTS

              	
                77

              
	
                6.01Financial
                  Statements.

              	
                77

              
	
                6.02Certificates;
                  Other Information.

              	
                78

              
	
                6.03Preservation
                  of Existence and Franchises.

              	
                81

              
	
                6.04Books
                  and Records.

              	
                81

              
	
                6.05Compliance
                  with Law.

              	
                81

              
	
                6.06Payment
                  of Taxes and Other Indebtedness.

              	
                81

              
	
                6.07Insurance.

              	
                81

              
	
                6.08Maintenance
                  of Property.

              	
                82

              
	
                6.09Performance
                  of Obligations.

              	
                82

              
	
                6.10Visits
                  and Inspections.

              	
                82

              
	
                6.11Use
                  of Proceeds/Purpose of Loans and Letters of Credit.

              	
                83

              
	
                6.12Financial
                  Covenants.

              	
                83

              
	
                6.13Environmental
                  Matters.

              	
                84

              
	
                6.14REIT
                  Status.

              	
                84

              
	
                6.15New
                  Subsidiaries.

              	
                84

              
	
                6.16Pledged
                  Assets.

              	
                85

              
	
                6.17Appraisals.

              	
                85

              
	
                6.18Anti-Terrorism
                  Laws.

              	
                86

              
	 	 
	
                ARTICLE
                  VII NEGATIVE COVENANTS

              	
                86

              
	
                7.01Liens.

              	
                86

              
	
                7.02Indebtedness.

              	
                86

              
	
                7.03Fundamental
                  Changes.

              	
                87

              
	
                7.04Dispositions;
                  Acquisitions.

              	
                87

              
	
                7.05Business
                  Activities.

              	
                88

              
	
                7.06Transactions
                  with Affiliates and Insiders.

              	
                88

              
	
                7.07Organization
                  Documents; Fiscal Year.

              	
                88

              
	
                7.08Modifications
                  to Other Documents.

              	
                88

              
	
                7.09Ownership
                  of Subsidiaries.

              	
                89

              
	
                7.10No
                  Further Negative Pledges.

              	
                89

              
	
                7.11Limitation
                  on Restricted Actions.

              	
                89

              
	
                7.12Addition/Replacement
                  of Borrowing Base Assets.

              	
                90

              
	 	 
	
                ARTICLE
                  VIII EVENTS OF DEFAULT AND REMEDIES

              	
                91

              
	
                8.01Events
                  of Default.

              	
                91

              
	
                8.02Remedies
                  Upon Event of Default.

              	
                94

              
	
                8.03Application
                  of Funds.

              	
                94

              
	 	 
	
                ARTICLE
                  IX ADMINISTRATIVE AGENT

              	
                95

              
	
                9.01Appointment
                  and Authorization of Administrative Agent.

              	
                95

              
	
                9.02Delegation
                  of Duties.

              	
                96

              
	
                9.03Liability
                  of Administrative Agent.

              	
                96

              
	
                9.04Reliance
                  by Administrative Agent.

              	
                96

              
	
                9.05Notice
                  of Default.

              	
                97

              
	
                9.06Credit
                  Decision; Disclosure of Confidential Information by Administrative
                  Agent.

              	
                97

              
	
                9.07Indemnification
                  of Administrative Agent.

              	
                98

              
	
                9.08Administrative
                  Agent in its Individual Capacity.

              	
                99

              
	
                9.09Successor
                  Administrative Agent.

              	
                99

              
	
                9.10Administrative
                  Agent May File Proofs of Claim.

              	
                100

              
	
                9.11Guaranty
                  Matters.

              	
                100

              
	
                9.12Other
                  Agents; Arrangers and Managers.

              	
                101

              
	 	 
	
                ARTICLE
                  X MISCELLANEOUS

              	
                101

              
	
                10.01Amendments,
                  Etc.

              	
                101

              
	
                10.02Notices
                  and Other Communications; Facsimile Copies.

              	
                103

              
	
                10.03No
                  Waiver; Cumulative Remedies.

              	
                105

              
	
                10.04Attorney
                  Costs, Expenses and Taxes.

              	
                105

              
	
                10.05Indemnification
                  by the Borrowers.

              	
                105

              
	
                10.06Payments
                  Set Aside.

              	
                106

              
	
                10.07Successors
                  and Assigns.

              	
                107

              
	
                10.08Confidentiality.

              	
                110

              
	
                10.09Set
                  off.

              	
                111

              
	
                10.10Interest
                  Rate Limitation.

              	
                111

              
	
                10.11Counterparts.

              	
                112

              
	
                10.12Integration.

              	
                112

              
	
                10.13Survival
                  of Representations and Warranties.

              	
                112

              
	
                10.14Severability.

              	
                112

              
	
                10.15Tax
                  Forms.

              	
                112

              
	
                10.16Replacement
                  of Lenders.

              	
                114

              
	
                10.17No
                  Advisory or Fiduciary Responsibility.

              	
                115

              
	
                10.18Source
                  of Funds.

              	
                115

              
	
                10.19GOVERNING
                  LAW.

              	
                116

              
	
                10.20WAIVER
                  OF RIGHT TO TRIAL BY JURY.

              	
                117

              
	
                10.21No
                  Conflict.

              	
                117

              
	
                10.22USA
                  Patriot Act Notice.

              	
                117

              
	
                10.23Entire
                  Agreement.

              	
                117

              
	
                10.24California
                  Real Property Assets.

              	
                117

              
	
                10.252004
                  Facility Assignment Agreement.

              	
                118

              


      

      





    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULES

    


    1.01 Existing
      Letters of Credit

    2.01 Lenders
      and Commitments

    5.11
       Corporate
      Structure; Capital Stock

    5.12 Real
      Property Asset Matters

    Part I 
      Borrowing Base Assets

    Part II
       
      Other
      Real Property Assets

    Part III 
      Delinquent Tenants

    Part
      IV
      Facility Leases

    Part
      V 
      Material
      Sub-leases

    5.13
       Material
      Contracts; Contracts Subject to Assignment of Claims Act

    5.18 Insurance
      Certificates

    7.01 Liens

    7.02 Borrowers
      Indebtedness

    10.02 Notice
      Addresses

    10.07 Processing
      and Recordation Fees

    


    


    EXHIBITS

    


    A Form
      of
      Loan Notice

    B Form
      of
      Revolving Note

    C-1 Form
      of
      Compliance Certificate

    C-2 Form
      of
      Borrowing Base Certificate

    D Form
      of
      Assignment and Assumption

    E-1 Form
      of
      Borrower Joinder Agreement

    E-2 Form
      of
      Subsidiary Guarantor Joinder Agreement

    F Form
      of
      Lender Joinder Agreement

    G Form
      of
      Guaranty

    H Form
      of
      Security Agreement

    I Form
      of
      Assignment of 2004 Credit Facility

    


    



    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    CREDIT
      AGREEMENT

     

    This
      CREDIT
      AGREEMENT (as
      amended, modified, restated or supplemented from time to time, this
“Credit
      Agreement”
or
      this
“Agreement”)
      is
      entered into as of March 31, 2006 by and among OHI ASSET, LLC, a Delaware
      limited liability company, OHI ASSET (ID), LLC, a Delaware limited liability
      company, OHI ASSET (LA), LLC, a Delaware limited liability company, OHI ASSET
      (TX), LLC, a Delaware limited liability company, OHI ASSET (CA), LLC, a Delaware
      limited liability company, DELTA INVESTORS I, LLC, a Maryland limited liability
      company, DELTA INVESTORS II, LLC, a Maryland limited liability company and
      TEXAS
      LESSOR - STONEGATE, LP, a Maryland limited partnership (each of the foregoing
      entities and each of the entities from time to time executing a Joinder
      Agreement pursuant to Section
      6.15
      hereof
      shall be hereinafter referred to individually as “Borrower” and
      collectively as the “Borrowers”),
      the
      Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent,
      Swing Line Lender and L/C Issuer (each, as defined herein).

     

    WHEREAS,
      the
      Borrowers are party to that certain Credit Agreement dated as of March 22,
      2004,
      as amended (the “2004
      Credit Agreement”)
      among
      Bank of America, N.A. (“Bank
      of America”),
      UBS
      Loan Finance LLC (“UBS”),
      Deutsche Bank Trust Company Americas (“Deutsche
      Bank”),
      General Electric Capital Corporation (“GECC”),
      Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services
      Inc. (“Merrill
      Lynch”),
      JPMorgan Chase Bank, N.A. (formerly
      Bank One, N.A.) (“JP
      Morgan”),
      LaSalle Bank, N.A. (“LaSalle”),
      National City Bank (formerly The Provident Bank) (“NatCity”
and
      together with Bank of America, UBS, Deutsche Bank, GECC, Merrill Lynch, JP
      Morgan, LaSalle, the “2004
      Facility Lenders”)
      and
      Bank of America, N.A., as Administrative Agent (the “2004
      Administrative Agent”)
      pursuant to which a credit facility in the aggregate amount of $200,000,000
      was
      extended to the Borrowers (such obligations under such 2004 Credit Agreement
      as
      evidenced by certain promissory notes issued by the Borrowers in favor of
      Deutsche Bank, GECC, Merrill Lynch, LaSalle and NatCity, the “2004
      Promissory Notes”
and
      together with the 2004 Credit Agreement, the “2004
      Credit Facility”);

     

    WHEREAS,
      the
      2004 Credit Facility is secured by real and personal property of the Borrowers
      pursuant to certain collateral documentation, including, without limitation,
      a
      security agreement, certain assignments of leases, and certain first lien
      priority mortgage deeds of trust or deeds to secured debt, each dated on or
      about March 22, 2004 or on or about November, 2004 and UCC financing statements
      (collectively, the “2004
      Collateral Documents”);

     

    WHEREAS,
      the
      Borrowers have requested that the Lenders hereunder provide a new credit
      facility in an amount of $200,000,000, which amount may be increased to the
      amount of $300,000,000 (the “Credit
      Facility”)
      for
      the purpose of refinancing and replacing the 2004 Credit Facility and for the
      purposes hereinafter set forth;

     

    WHEREAS,
      in
      connection with the entering into this Credit Agreement and the refinancing
      of
      the 2004 Credit Facility, the 2004 Facility Lenders and the 2004 Administrative
      Agent, have concurrently herewith assigned all of their rights, titles and
      interests in and to the 2004 Credit Facility and the 2004 Collateral Documents
      in favor of the Administrative Agent hereunder, on behalf of the Lenders
      hereunder and the Administrative Agent hereunder and the Lenders hereunder
      are
      willing to accept such assignment (the “2004
      Facility Assignment Agreement”);

     

    WHEREAS,
      in
      connection with such 2004 Facility Assignment, the Borrowers and the Lenders
      hereunder desire to replace the 2004 Credit Facility and the terms of the 2004
      Credit Agreement with this Credit Facility and this Credit Agreement, and the
      Lenders hereunder have further agreed to amend, restate and consolidate certain
      of the 2004 Collateral Documents in their entirety as further set forth herein;
      and

     

    WHEREAS,
      upon
      the consummation of the 2004 Facility Assignment and subject to the terms and
      conditions set forth herein, the Lenders have agreed to make the requested
      Credit Facility available to the Borrower.

     

    NOW,
      THEREFORE,
      in
      consideration of these premises and the mutual covenants and agreements
      contained herein, the receipt and sufficiency of which are hereby acknowledged,
      the parties hereto covenant and agree as follows:

    


    ARTICLE
      I

    DEFINITIONS
      AND ACCOUNTING TERMS

    


    1.01 Defined
      Terms.

    


    As
      used
      in this Credit Agreement, the following terms have the meanings set forth
      below:

    


    “Acquisition”
      means
      the
      purchase or acquisition by any Person of (a) more than 50% of the Capital Stock
      with ordinary voting power of another Person or (b) all or any substantial
      portion of the property (other than Capital Stock) of another Person, whether
      or
      not involving a merger or consolidation with such Person.

    


    “Administrative
      Agent”
means
      Bank of America in its capacity as administrative agent for the Lenders under
      any of the Credit Documents, or any successor administrative agent.

    


    “Administrative
      Agent’s Fee Letter”
means
      the letter agreement dated as of February 17, 2006 among the Parent, the
      Arranger and the Administrative Agent, as amended and modified.

    


    “Administrative
      Agent’s Office”
means
      the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 10.02,
      or such
      other address or account as the Administrative Agent may from time to time
      notify the Borrowers and the Lenders.

    


    “Administrative
      Questionnaire”
means
      an Administrative Questionnaire in a form supplied by the Administrative
      Agent.

    


    “Affiliate”
means,
      with respect to any Person, another Person that directly, or indirectly through
      one or more intermediaries, Controls or is Controlled by or is under common
      Control with the Person specified.

    


    “Agent-Related
      Persons”
means
      the Administrative Agent, together with its Affiliates (including, in the case
      of Bank of America in its capacity as the Administrative Agent, the Arranger),
      and the officers, directors, employees, agents and attorneys-in-fact of such
      Persons and Affiliates.

    


    “Aggregate
      Commitments”
means
      the Commitments of all the Lenders.

    


    “Aggregate
      Mortgageability Amount”
means,
      with respect to any pool of Borrowing Base Assets as of any date of
      determination, the sum of the respective Mortgageability Amounts of each of
      the
      Borrowing Base Assets in such pool.

    


    “Aggregate
      Revolving Commitments”
means
      the Revolving Commitments of all the Lenders.

    


    “Aggregate
      Revolving Committed Amount”
has
      the
      meaning provided in Section 2.01(a).

    


    “Agreement”
has
      the
      meaning provided in the introductory paragraph hereof.

    


    “Applicable
      Percentage”
means
      each of the following percentages per annum, as applicable, based upon the
      Consolidated Leverage Ratio as set forth in the most recent Compliance
      Certificate received by the Administrative Agent pursuant to Section 6.02(a):

    


    
      	
              Applicable
                Percentage

            
	
              Pricing
                Level

            	
              Consolidated
                Leverage Ratio

            	
              Eurodollar
                Rate Loans

            	
               

              Base
                Rate Loans

            	
               

              Letter
                of Credit Fees

            	
              Unused
                Fee

            
	
              if
                usage > 50%

            	
              if
                usage <
                50%

            
	
              1

            	
              <
                3.00 to 1.00

            	
              0.50%

            	
              0.00%

            	
              0.50%

            	
              0.25%

            	
              0.35%

            
	
              2

            	
              >
                3.00 to 1.00 but < 3.50 to 1.00

            	
              0.75%

            	
              0.00%

            	
              0.75%

            	
              0.25%

            	
              0.35%

            
	
              3

            	
              >
                3.50 to 1.00 but < 4.00 to 1.00

            	
              1.00%

            	
              0.00%

            	
              1.00%

            	
              0.25%

            	
              0.35%

            
	
              4

            	
              >
                4.00 to 1.00 but < 4.50 to 1.00

            	
              1.25%

            	
              0.00%

            	
              1.25%

            	
              0.25%

            	
              0.35%

            
	
              5

            	
              >
                4.50 to 1.00 but < 5.00 to 1.00

            	
              1.50%

            	
              0.25%

            	
              1.50%

            	
              0.25%

            	
              0.35%

            
	
              6

            	
              >
                5.00 to 1.0

            	
              2.00%

            	
              0.75%

            	
              2.00%

            	
              0.25%

            	
              0.35%

            


    

    


    Any
      increase or decrease in the Applicable Percentage resulting from a change in
      the
      Consolidated Leverage Ratio shall become effective as of the first Business
      Day
      immediately following the date a Compliance Certificate is delivered pursuant
      to
Section 6.02(a);
      provided,
      however,
      that if
      a Compliance Certificate is not delivered within ten (10) days after being
      due
      in accordance with such Section, then Pricing Level 6 shall apply as of the
      eleventh (11th)
      day
      after the date on which such Compliance Certificate was required to have been
      delivered until the first Business Day after the date on which such Compliance
      Certificate is delivered. The Applicable Percentages in effect from the Closing
      Date through the date that the Parent delivers the Compliance Certificate for
      the fiscal quarter ending June 30, 2006 shall be determined based upon
      Pricing Level 5.

    


    “Approved
      Fund”
means
      any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
      of a
      Lender or (c) an entity or an Affiliate of an entity that administers or manages
      a Lender.

    


    “Arranger”
means
      Banc of America Securities LLC, in its capacity as sole lead arranger and sole
      book manager.

    


    “Assignee
      Group”
means
      two or more Eligible Assignees that are Affiliates of one another or two or
      more
      Approved Funds managed by the same investment advisor.

    


    “Assignment
      and Assumption”
means
      an Assignment and Assumption substantially in the form of Exhibit D.

    


    “Assignment
      of Leases”
means
      an assignment of leases, rents and profits to the Administrative Agent with
      respect to the applicable Borrower’s interests in a Borrowing Base Asset (which
      assignment may be contained within the related Mortgage Instrument); provided
      that each such Assignment of Leases shall, subject to the terms and conditions
      of the applicable underlying lease, directly assign to the Administrative Agent
      the following: (a) all existing and future leases, subleases, tenancies,
      licenses, occupancy agreements or agreements to lease all or any portion of
      such
      Borrowing Base Asset (including, without limitation, any applicable Facility
      Lease), whether written or oral or for a definite period or month-to-month,
      together with any extensions, renewals, amendments, modifications or
      replacements thereof, and any options, rights of first refusal or guarantees
      of
      any tenant’s obligations under any lease now or hereafter in effect with respect
      to the Borrowing Base Asset (individually, for the purposes of this definition,
      a “Lease” and collectively, the “Leases”); and (b) all rents (including, without
      limitation, base rents, minimum rents, additional rents, percentage rents,
      parking, maintenance and deficiency rents and payments which are characterized
      under the terms of the applicable Lease as payments of interest and/or principal
      with respect to the applicable Borrowing Base Asset), security deposits, tenant
      escrows, income, receipts, revenues, reserves, issues and profits of the
      Borrowing Base Asset from time to time accruing, including, without limitation,
      (i) all rights to receive payments arising under, derived from or relating
      to
      any Lease, (ii) all lump sum payments for the cancellation or termination of
      any
      Lease, the waiver of any term thereof, or the exercise of any right of first
      refusal, call option, put option or option to purchase, and (iii) the return
      of
      any insurance premiums or ad valorem tax payments made in advance and
      subsequently refunded. In furtherance (and not limitation) of the foregoing,
      each Assignment of Leases shall assign to the Administrative Agent any and
      all
      of the applicable Borrower’s rights to collect or receive any payments with
      respect to the applicable Borrowing Base Asset. Finally, each Assignment of
      Leases shall, in any case, be in form and substance satisfactory to the
      Administrative Agent in its discretion and suitable for recording in the
      applicable jurisdiction; and “Assignments of Leases” means a collective
      reference to each such Assignment of Leases.

    


    “Attorney
      Costs”
means
      and includes all reasonable and documented fees, expenses and disbursements
      of
      any law firm or other external counsel and, without duplication, the allocated
      reasonable and documented cost of internal legal services and all expenses
      and
      disbursements of internal counsel.

    


    “Attributable
      Principal Amount”
means
      (a) in the case of capital leases, the amount of capital lease obligations
      determined in accordance with GAAP, (b) in the case of Synthetic Leases, an
      amount determined by capitalization of the remaining lease payments thereunder
      as if it were a capital lease determined in accordance with GAAP, (c) in the
      case of Securitization Transactions, the outstanding principal amount of such
      financing, after taking into account reserve amounts and making appropriate
      adjustments, determined by the Administrative Agent in its reasonable judgment
      and (d) in the case of Sale and Leaseback Transactions, the present value
      (discounted in accordance with GAAP at the debt rate implied in the applicable
      lease) of the obligations of the lessee for rental payments during the term
      of
      such lease).

    


    “Audited
      Financial Statements”
means
      the audited consolidated balance sheet of the Parent and its consolidated
      Subsidiaries for the fiscal year ended December 31, 2005, and the related
      consolidated statements of earnings, shareholders’ equity and cash flows for
      such fiscal year of the Parent and its consolidated Subsidiaries, including
      the
      notes thereto; provided, that the Administrative Agent hereby agrees that the
      Form 10-K of the Parent delivered to it by the Parent and containing information
      for the fiscal year ended December 31, 2005 shall constitute all information
      required to be delivered as part of the “Audited Financial Statements” for
      purposes of this Agreement.

    


    “Bank
      of America”
means
      Bank of America, N.A., together with its successors.

    


    “Bankruptcy
      Event”
means,
      with respect to any Person, the occurrence of any of the following: (i) the
      entry of a decree or order for relief by a court or governmental agency in
      an
      involuntary case under any applicable Debtor Relief Law or any other bankruptcy,
      insolvency or other similar law now or hereafter in effect, or the appointment
      by a court or governmental agency of a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of such Person or for
      any
      substantial part of its Property or the ordering of the winding up or
      liquidation of its affairs by a court or governmental agency and such decree,
      order or appointment is not vacated or discharged within ninety (90) days of
      its
      filing; or (ii) the commencement against such Person of an involuntary case
      under any applicable Debtor Relief Law or any other bankruptcy, insolvency
      or
      other similar law now or hereafter in effect, or of any case, proceeding or
      other action for the appointment of a receiver, liquidator, assignee, custodian,
      trustee, sequestrator (or similar official) of such Person or for any
      substantial part of its Property or for the winding up or liquidation of its
      affairs, and such involuntary case or other case, proceeding or other action
      shall remain undismissed for a period of ninety (90) consecutive days, or
      the repossession or seizure by a creditor of such Person of a substantial part
      of its Property; or (iii) such Person shall commence a voluntary case under
      any
      applicable Debtor Relief Law or any other bankruptcy, insolvency or other
      similar law now or hereafter in effect, or consent to the entry of an order
      for
      relief in an involuntary case under any such law, or consent to the appointment
      of or the taking possession by a receiver, liquidator, assignee, creditor in
      possession, custodian, trustee, sequestrator (or similar official) of such
      Person or for any substantial part of its Property or make any general
      assignment for the benefit of creditors; or (iv) the filing of a petition by
      such Person seeking to take advantage of any Debtor Relief Law or any other
      applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization, winding-up, or composition or adjustment of debts, or (v) such
      Person shall fail to contest in a timely and appropriate manner (and if not
      dismissed within ninety (90) days or shall consent to any petition filed against
      it in an involuntary case under such bankruptcy laws or other applicable Law
      or
      consent to any proceeding or action relating to any bankruptcy, insolvency,
      reorganization, winding-up, or composition or adjustment of debts with respect
      to its assets or existence, or (vi) such Person shall admit in writing, or
      such
      Person’s financial statements shall reflect, an inability to pay its debts
      generally as they become due.

    


    “BAS”
means
      Banc of America Securities LLC, together with its successors.

    


    “Base
      Rate”
means
      for any day a fluctuating rate per annum equal to the higher of (a) the Federal
      Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day
      as
      publicly announced from time to time by Bank of America as its “prime rate.” The
“prime rate” is a rate set by Bank of America based upon various factors
      including Bank of America’s costs and desired return, general economic
      conditions and other factors, and is used as a reference point for pricing
      some
      loans, which may be priced at, above, or below such announced rate. Any change
      in the prime rate announced by Bank of America shall take effect at the opening
      of business on the day specified in the public announcement of such
      change.

    


    “Base
      Rate Loan”
means
      a
      Loan that bears interest based on the Base Rate.

    


    “Borrower”
and
      “Borrowers”
shall
      have the meanings given to such terms in the introductory paragraph
      hereof.

    


    “Borrower
      Joinder Agreement”
means
      a
      joinder agreement in the form of Exhibit E-1
      to be
      executed by each new Subsidiary of the Parent that is required to become a
      Borrower in accordance with Section 6.15(a)
      hereof.


    


    “Borrower
      Materials”
has
      the
      meaning specified in Section 6.02.

    


    “Borrower
      Representative”
has
      the
      meaning given to such term in Section
      2.15
      hereof.

    


    “Borrowing”
means
      (a) a borrowing consisting of simultaneous Loans of the same Type and, in the
      case of Eurodollar Loans, having the same Interest Period, or (b) a borrowing
      of
      Swing Line Loans, as appropriate.

    


    “Borrowing
      Base Amount”
means
      an amount equal to the lesser of: (a) the Aggregate Revolving Committed Amount,
      (b) the Aggregate Mortgageability Amount as of such date for the Qualified
      Borrowing Base Assets and (c) an amount equal to (i) sixty-five percent (65%)
      multiplied
      by
      (ii) the
      Collateral Value as of such date for the Qualified Borrowing Base
      Assets.

    


    “Borrowing
      Base Asset”
means
      a
      Real Property Asset which, as of any date of determination, satisfies all of
      the
      following requirements: (a) such Real Property Asset is 100% owned by a Borrower
      in fee simple or pursuant to the terms of an Eligible Ground Lease; (b) the
      Administrative Agent, on behalf of the Lenders, shall have received each of
      the
      Borrowing Base Asset Deliverables with respect to such Real Property Asset,
      in
      each case in form and substance acceptable to the Administrative Agent and
      Required Lenders in their discretion; (c) such Real Property Asset is not
      subject to any Lien (other than a Permitted Lien) or any Negative Pledge; (d)
      such Real Property Asset is free of all material mechanical and structural
      defects, environmental conditions (as evidenced by environmental reports
      acceptable to Administrative Agent) or other adverse matters except for defects,
      conditions or matters individually or collectively which are not material to
      the
      profitable operation of such Real Property Asset and the most recently-delivered
      FIRREA-compliant MAI appraisal with respect to such Real Property Asset is
      acceptable to the Administrative Agent in its discretion; (e) such Real Property
      Asset has been fully developed for use as a skilled nursing facility, domestic
      assisted living facility, independent living facility, rehabilitation hospital
      or other healthcare facility acceptable to the Administrative Agent and Required
      Lenders; (f) such Real Property Asset is leased to and operated by an Eligible
      Tenant pursuant to a Facility Lease reasonably acceptable to the Administrative
      Agent; (g) no required rental payment, principal or interest payment, payments
      of real property taxes or payments of premiums on insurance policies payable
      to
      the applicable Borrower-owner with respect to such Real Property Asset is past
      due beyond the earlier of the applicable grace period with respect thereto,
      if
      any, and sixty (60) days; (h) no event of default has occurred and is
      then-continuing under any Material Contract applicable to such Borrowing Base
      Asset; (i) no Material Contract applicable to such Borrowing Base Asset shall
      have been terminated without the prior written consent of the Required Lenders;
      (j) no condemnation or condemnation proceeding shall have been instituted (and
      remain undismissed for a period of ninety (90) consecutive days), in each
      case, with respect to a material portion of the Real Property Asset; (k) no
      material casualty event shall have occurred with respect to the improvements
      located on such Real Property Asset which is not able to be fully remediated
      with available insurance proceeds; and (l) no Hazardous Substances are located
      on or under such Real Property Asset and no other environmental conditions
      exist
      in connection with such Real Property Asset which constitute a violation of
      any
      Environmental Law. “Borrowing
      Base Assets”
means
      a
      collective reference to all Borrowing Base Assets in existence at any given
      time.

    


    “Borrowing
      Base Asset Deliverables”
means,
      with respect to any Real Property Asset which is proposed for qualification
      as a
“Borrowing Base Asset” hereunder, a collective reference to each of the
      following (with each such item to be in form and substance acceptable to the
      Administrative Agent): 

    


    (a) a
      fully
      executed and notarized Mortgage Instrument and Assignments of Leases (or a
      fully
      executed and notarized amendment to such existing Mortgage Instrument and/or
      Assignments of Leases) with respect to such Real Property Asset and a related
      legal opinion from special local counsel to the Borrowers opining as to the
      propriety of the form of such documents for recording in the applicable
      jurisdiction and such other matters as may be required by the Administrative
      Agent;

    


    (b) a
      fully
      executed copy of the Facility Lease with respect to such Real Property Asset,
      together with an estoppel certificate from the applicable Eligible Tenant and
      a
      subordination, non-disturbance and attornment agreement with respect to such
      Facility Lease; 

    


    (c) in
      the
      case of a Real Property Asset which constitutes a leasehold interest, evidence
      that the applicable lease, a memorandum of lease with respect thereto, or other
      evidence of such lease in form and substance reasonably satisfactory to the
      Administrative Agent, has been properly recorded in all places to the extent
      necessary or desirable, in the reasonable judgment of the Administrative Agent,
      so as to enable the Mortgage Instrument encumbering such leasehold interest
      to
      effectively create a valid and enforceable first priority lien (subject to
      Permitted Liens and required landlord consents) on such leasehold interest
      in
      favor of the Administrative Agent (or such other Person as may be required
      or
      desired under local law) for the benefit of Lenders and that such lease
      qualifies as an Eligible Ground Lease hereunder, together with such estoppels,
      waivers and/or consents from the lessor under such Eligible Ground Lease as
      are
      required by the terms thereof or otherwise reasonably requested by the
      Administrative Agent;

    


    (d) maps
      or
      plats of an as-built survey of the site constituting the Real Property Asset
      sufficient in all cases to delete the standard survey exception from the
      applicable Mortgage Policy;

    


    (e) a
      FIRREA-compliant MAI appraisal, commissioned, reviewed and approved by the
      Administrative Agent (or otherwise acceptable to the Administrative Agent,
      in
      its discretion) with respect to such Real Property Asset;

    


    (f) evidence
      as to the compliance of such Real Property Asset and the improvements related
      thereto with applicable zoning and use requirements;

    


    (g) an
      ALTA
      mortgagee title insurance policy (or its equivalent in non-ALTA jurisdictions)
      with respect to the applicable Real Property Asset (the “Mortgage Policy”),
      assuring the Lender that the Mortgage Instrument creates a valid and enforceable
      first priority mortgage lien on the applicable Real Property Asset, free and
      clear of all defects and encumbrances except Permitted Liens, which Mortgage
      Policy shall (i) be in an amount acceptable to the Administrative Agent, (ii)
      be
      from an insurance company reasonably acceptable to the Administrative Agent,
      (iii) include such available endorsements and reinsurance as the Administrative
      Agent may reasonably require and (iv) otherwise satisfy the reasonable title
      insurance requirements of the Administrative Agent;

    


    (h) evidence
      as to whether the applicable Real Property Asset is in an area designated by
      the
      Federal Emergency Management Agency as having special flood or mud slide hazards
      (a “Flood
      Hazard Property”) and if such Real Property Asset is a Flood Hazard Property,
      (i) the applicable Borrower’s written acknowledgment of receipt of written
      notification from the Administrative Agent (A) as to the fact that such Real
      Property Asset is a Flood Hazard Property and (B) as to whether the community
      in
      which each such Flood Hazard Property is located is participating in the
      National Flood Insurance Program and (ii) copies of insurance policies or
      certificates of insurance evidencing flood insurance satisfactory to the
      Administrative Agent and naming the Administrative Agent as sole loss payee
      on
      behalf of the Lenders under a standard mortgagee endorsement;

    


    (i) copies
      of
      all existing material subleases which would be required to be disclosed on
      Part
      V of Schedule
      5.12
      hereof
      with respect to such Real Property Asset if approved as a Borrowing Base
      Asset;

    


    (j) evidence
      that the Tenant under the applicable Facility Lease is an Eligible
      Tenant;

    


    (k) a
      Phase I
      environmental assessment from an environmental consultant acceptable to the
      Administrative Agent, dated as of a date acceptable to the Administrative Agent
      and indicating that, as of such date, no Hazardous Substances or other
      conditions on, under or with respect to the applicable Real Property Asset
      constitute a violation of any Environmental Laws and that, in any case, no
      commercially unreasonable amount of any Hazardous Substances are located on
      or
      under such Real Property Asset; and

    


    (l) evidence
      of insurance coverage with respect to such Real Property Asset meeting the
      requirements set forth herein and establishing the Administrative Agent as
      loss
      payee, as required pursuant to the terms hereof.

    


    “Borrowing
      Base Certificate”
shall
      mean a certificate substantially in the form of Exhibit C-2
      hereto
      delivered to the Administrative Agent pursuant to Section 6.02(b)
      or more
      frequently at the option of the Borrower Representative and (a) setting forth
      each Real Property Asset of the Borrowers, identifying which such Real Property
      Assets are Borrowing Base Assets, which such Borrowing Base Assets are Qualified
      Borrowing Base Assets used and certifying the Collateral Value and
      Mortgageability Amount with respect to each such Qualified Borrowing Base Asset,
      (b) certifying (based upon its own information and the information made
      available to the Parent by the applicable Tenants, which information the Parent
      believes in good faith to be is true and correct in all material respects)
      (i)
      as to the calculation of the Borrowing Base Amount as of the date of such
      certificate and (ii) that each Real Property Asset used in the calculation
      of
      the Borrowing Base Amount meets each of the criteria for qualification as a
      Borrowing Base Asset and (c) providing such other information with respect
      to
      the Real Property Assets, Borrowing Base Assets and/or the Qualified Borrowing
      Base Assets as the Administrative Agent may reasonably require.

    


    “Braswell
      Indebtedness”
means
      that certain Indebtedness of  Regency Health Services, Inc. 
owing to  C. Allen Braswell, Braswell Management, Inc., Dorothy Norton
      and Cecil Mays pursuant to that certain  Promissory Note Secured
      by Deeds of Trust  in the original principal amount
      of  $4,114,035 (of which
      approximately  $2,961,607 is outstanding as of the Closing
      Date).  

     

    “Business”
or
      “Businesses”
      means,
      at
      any time, a collective reference to the businesses operated by the respective
      Borrowers or Parent, as applicable, at such time.

    


    “Business
      Day”
means
      any day other than a Saturday, Sunday or other day on which commercial banks
      are
      authorized to close under the Laws of, or are in fact closed in, in the State
      of
New
      York
      or the state
      where the Administrative Agent’s Office is located and, if such day relates to
      any Eurodollar Loan, means any such day on which dealings in Dollar deposits
      are
      conducted by and between banks in the London interbank eurodollar
      market.

    


    “Capital
      Lease”
means
      a
      lease that would be capitalized on a balance sheet of the lessee prepared in
      accordance with GAAP.

    


    “Capital
      Stock”
means
      (a) in the case of a corporation, capital stock, (b) in the case of an
      association or business entity, any and all shares, interests, participations,
      rights or other equivalents (however designated) of capital stock, (c) in the
      case of a partnership, partnership interests (whether general or limited),
      (d)
      in the case of a limited liability company, membership interests and (e) any
      other interest or participation that confers on a Person the right to receive
      a
      share of the profits and losses of, or distributions of assets of, the issuing
      Person.

    


    “Cash
      Collateral”
means
      cash or deposit account balances pursuant to documentation in form and substance
      reasonably satisfactory to the Administrative Agent and the L/C Issuer pledged
      and deposited with or delivered to the Administrative Agent, for the benefit
      of
      the L/C Issuer and the Lenders, as collateral for the L/C
      Obligations.

    


    “Cash
      Equivalents”
means
      (a) securities issued or directly and fully guaranteed or insured by (i) the
      United States or any agency or instrumentality thereof (provided that the full
      faith and credit of the United States is pledged in support thereof) having
      maturities of not more than twelve months from the date of acquisition, (b)
      time
      deposits and certificates of deposit of (i) any Lender, (ii) any domestic
      commercial bank of recognized standing having capital and surplus in excess
      of
      $500,000,000 or (iii) any bank whose short-term commercial paper rating from
      S&P is at least A-1 or the equivalent thereof or from Moody’s is at least
      P-1 or the equivalent thereof (each an “Approved
      Bank”),
      in
      each case with maturities of not more than two hundred seventy (270) days from
      the date of acquisition, (c) commercial paper and variable or fixed rate notes
      issued by any Approved Bank (or by the parent company thereof) or any variable
      rate notes issued by, or guaranteed by, any domestic corporation rated A-1
      (or
      the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof)
      or better by Moody’s and maturing within six months of the date of acquisition,
      (d) repurchase agreements entered into by any Person with a bank or trust
      company (including any of the Lenders) or recognized securities dealer having
      capital and surplus in excess of $500,000,000 for direct obligations issued
      by
      or fully guaranteed by the United States in which such Person shall have a
      perfected first priority security interest (subject to no other Liens) and
      having, on the date of purchase thereof, a fair market value of at least 100%
      of
      the amount of the repurchase obligations and (e) Investments (classified in
      accordance with GAAP as current assets) in money market investment programs
      registered under the Investment Company Act of 1940, as amended, that are
      administered by reputable financial institutions having capital of at least
      $500,000,000 and the portfolios of which are limited to Investments of the
      character described in the foregoing subclauses hereof.

    


    “Change
      of Control”
means
      the occurrence of any of the following events: (i) any Person or two or more
      Persons acting in concert shall have acquired beneficial ownership, directly
      or
      indirectly, of, or shall have acquired by contract or otherwise, or shall have
      entered into a contract or arrangement that, upon consummation, will result
      in
      its or their acquisition of or control over, voting stock of the Parent (or
      other securities convertible into such voting stock) representing thirty-five
      percent (35%) or more of the combined voting power of all voting stock of the
      Parent, (ii) during any period of up to twenty-four (24) consecutive months,
      commencing after the Closing Date, individuals who at the beginning of such
      twenty-four (24) month period were directors of the Parent (together with any
      new director whose election by the Parent’s Board of Directors or whose
      nomination for election by the Parent’s shareholders was approved by a vote of
      at least two-thirds of the directors then still in office who either were
      directors at the beginning of such period or whose election or nomination for
      election was previously so approved) cease for any reason to constitute a
      majority of the directors of the Parent then in office. As used herein,
“beneficial ownership” shall have the meaning provided in Rule 13d-3 of the
      Securities and Exchange Commission under the Securities Exchange Act of 1934,
      (iii) the Parent shall fail to own 100% of the Capital Stock of each of the
      Borrowers or (iv) the occurrence of a "Change of Control" or any equivalent
      term or concept under either of the Senior Note Indentures.

    


    “Closing
      Date”
means
      the date hereof.

    


    “Collateral” means
      a
      collective reference to all real and personal Property (including without
      limitation, the Borrowing Base Assets) with respect to which Liens in favor
      of
      the Administrative Agent are either executed, identified or purported to be
      granted pursuant to and in accordance with the terms of the Collateral
      Documents.

    


    “Collateral
      Value”
means,
      with respect to any Real Property Asset, an amount equal to the “as-is”
appraised value of such Real Property Asset, as determined by the most recently
      delivered FIRREA-compliant MAI appraisals commissioned, reviewed and approved
      by
      the Administrative Agent or otherwise acceptable to the Administrative Agent
      in
      its discretion; provided,
      however,
      notwithstanding the foregoing, at all times prior to April 7, 2006 (including,
      without limitation, on the Closing Date hereof), the term “Collateral Value”,
      with respect to any Real Property Asset, shall mean an amount equal to the
      “as-is” appraised value of such Real Property Asset, as set forth in the most
      recently delivered FIRREA-compliant MAI appraisals commissioned reviewed and
      approved by the 2004 Administrative Agent in connection with the 2004 Credit
      Agreement.

    


    “Collateral
      Documents” means
      a
      collective reference to the Mortgage Instruments, the Security Agreement, the
      Assignments of Leases and any UCC financing statements securing payment
      hereunder, or any other documents securing the Obligations under this Credit
      Agreement or any other Credit Document.

    


    “Commitment”
means
      the Revolving Commitment, the L/C Commitment and the Swing Line
      Commitment.

    


    “Commitment
      Period”
means
      the period from and including the Closing Date to the earlier of (a) in the
      case
      of Revolving Loans and Swing Line Loans, the Termination Date, and, in the
      case
      of the Letters of Credit, the Letter of Credit Expiration Date, or (b) the
      date
      on which the Revolving Commitments shall have been terminated as provided
      herein.

    


    “Compliance
      Certificate”
means
      a
      certificate substantially in the form of Exhibit C-1;
      provided, that each such Compliance Certificate shall, in any case, include
      (without limitation): (a) a Borrowing Base Certificate in the form of
Exhibit C-2;
      (b) an
      updated version of Schedules 5.11,
      5.12,
      5.13
      and
5.18,
      along
      with a summary of changes made to such schedules since the previous delivery
      thereof; provided, further, that upon the delivery of such updated schedules,
      then Schedule 5.11,
      Schedule 5.12,
      Schedule 5.13
      and
Schedule 5.18
      shall
      each be deemed to have been amended and restated to read in accordance with
      the
      applicable updated schedule and the representations and warranties with respect
      thereto shall apply to such amended and restated schedules and (c) supporting
      documents and materials reasonably required by the Administrative Agent for
      the
      evidencing of the calculations and certifications made in connection
      therewith.

    


    “Confidential
      Information”
has
      the
      meaning provided in Section 10.08.

    


    “Consolidated
      Adjusted EBITDA”
means,
      for the most recently ended fiscal quarter for which financial information
      has
      been delivered to the Administrative Agent pursuant to the terms of this Credit
      Agreement, the sum (which will be an annualized amount) of (a) Consolidated
      EBITDA as of such date (as calculated on an annualized basis for the most
      recently ended fiscal quarter for which financial information has been delivered
      to the Administrative Agent pursuant to the terms of this Credit Agreement)
      plus
      (b) an
      annualized amount based on the Special Charges Adjustment (without duplication
      to the extent included in the determination of Consolidated Interest Expense
      and
      added back to net income in the calculation of Consolidated EBITDA) with respect
      to the applicable fiscal quarter.

    


    “Consolidated
      EBITDA”
means,
      for the Consolidated Parties as of most recently ended fiscal quarter for which
      financial information has been delivered to the Administrative Agent pursuant
      to
      the terms of this Credit Agreement, the annualized sum of (a) net income of
      the
      Consolidated Parties, in each case, excluding any non-recurring or extraordinary
      gains and losses, plus
      (b) an
      amount which, in the determination of net income for such fiscal quarter
      pursuant to clause (a) above, has been deducted for or in connection with
      (i) Consolidated Interest Expense (plus, amortization of deferred financing
      costs, to the extent included in the determination of Consolidated Interest
      Expense per GAAP), (ii) income taxes, and (iii) depreciation and amortization,
      all determined in accordance with GAAP.

    


    “Consolidated
      Fixed Charge Coverage Ratio”
means,
      as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA
      to (b) Consolidated Fixed Charges.

    


    “Consolidated
      Fixed Charges”
means,
      for the Consolidated Parties for the most recently ended fiscal quarter for
      which financial information has been delivered to the Administrative Agent
      pursuant to the terms of this Credit Agreement, the annualized sum of (a)
      Consolidated Interest Expense (excluding, for purposes hereof and without
      duplication, Special Charges to the extent included in the calculation of
      Consolidated Interest Expense) for such quarter, plus
      (b)
      current scheduled principal payments of Funded Debt for such quarter (including,
      for purposes hereof, current scheduled reductions in commitments, but excluding
      any payment of principal under the Credit Documents and any “balloon” payment or
      final payment at maturity that is significantly larger than the scheduled
      payments that preceded it) for a period beginning the day after the date of
      determination and lasting for the same length of time as the applicable period
      referenced at the beginning of this definition, plus
      (c)
      dividends and distributions on preferred stock, if any, for such quarter, in
      each case, on a consolidated basis determined in accordance with
      GAAP.

    


    “Consolidated
      Funded Debt”
means,
      as of any date of determination, all Funded Debt of the Consolidated Parties
      determined on a consolidated basis.

    


    “Consolidated
      Interest Expense”
means,
      for the Consolidated Parties for the most recently ended fiscal quarter for
      which financial information has been delivered to the Administrative Agent
      pursuant to the terms of this Credit Agreement, all interest expense and letter
      of credit fee expense, on a consolidated basis in accordance with GAAP during
      such period, annualized; provided, that interest expenses shall, in any event,
      (a) include the interest component under Capital Leases and the implied interest
      component under Securitization Transactions and (b) exclude the amortization
      of
      any deferred financing fees.

    


    “Consolidated
      Leverage Ratio”
means,
      as of any date of determination, the ratio of (a) Consolidated Funded Debt
      to
      (b) Consolidated Adjusted EBITDA (as calculated on an annualized basis for
      the
      most recently ended fiscal quarter for which financial information has been
      delivered to the Administrative Agent pursuant to the terms of this Credit
      Agreement); provided, that for purposes of calculating the “Consolidated
      Leverage Ratio,” the Consolidated EBITDA component of Consolidated Adjusted
      EBITDA shall be adjusted to give pro forma effect to assets of the Consolidated
      Parties acquired during the fiscal quarter for which the net income component
      for such Consolidated EBITDA calculation is calculated by annualizing the
      Consolidated EBITDA generated by such asset over the period such asset is
      actually owned by a Consolidated Party and adding such amount to the base
      Consolidated EBITDA calculation for such Consolidated Parties (and thereby
      to
      the Consolidated Adjusted EBITDA calculations).

    


    “Consolidated
      Parties”
means
      the Parent and its consolidated subsidiaries, as determined in accordance with
      GAAP.

    


    “Consolidated
      Subsidiary”
means
      at any date any Subsidiary or other entity the accounts of which would be
      consolidated with those of the Parent in its consolidated financial statements
      if such statements were prepared as of such date.

    


    “Consolidated
      Tangible Net Worth”
means,
      for the Consolidated Parties as of any date of determination, (a) stockholders’
equity on a consolidated basis determined in accordance with GAAP, but with
      no
      upward adjustments due to any revaluation of assets, less (b) all Intangible
      Assets, plus (c) all accumulated depreciation, all determined in accordance
      with
      GAAP; provided,
      that
      the Consolidated Parties will be permitted to exclude (i.e. add back to
      stockholder’s equity) up to $25,000,000 in potential future impairment charges
      incurred during the term of this Credit Agreement (such exclusions to be clearly
      reflected, however, in the calculations of Consolidated Tangible Net Worth
      delivered to the Administrative Agent by the Borrowers from time to time
      pursuant to the terms of this Credit Agreement.

    


    “Contractual
      Obligation”
means,
      as to any Person, any provision of any security issued by such Person or of
      any
      agreement, instrument or other undertaking to which such Person is a party
      or by
      which it or any of its property is bound.

    


    “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. Without limiting the generality
      of the foregoing, a Person shall be deemed to be Controlled by another Person
      if
      such other Person possesses, directly or indirectly, power to vote twenty-five
      percent (25%) or more of the securities having ordinary voting power for the
      election of directors, managing general partners or the equivalent.

    


    “COSO”
means
      the Committee of Sponsoring Organizations of the Treadway
      Commission.

    


    “Credit
      Agreement”
has
      the
      meaning given to such term in the introductory paragraph hereof.

    


    “Credit
      Documents”
means
      this Credit Agreement, the Collateral Documents, the Notes, the Guaranty, the
      Administrative Agent’s Fee Letter, the Letters of Credit, the Lender Joinder
      Agreements, the Joinder Agreements, the Borrowing Base Certificates and the
      Compliance Certificates.

    


    “Credit
      Party”
means,
      as of any date, the Borrower or any Guarantor which is a party to the Guaranty
      as of such date; and “Credit
      Parties”
means
      a
      collective reference to each of them.

    


    “Daily
      Floating Eurodollar Rate”
means,
      for each day, a fluctuating rate of interest equal to Eurodollar Rate applicable
      on such day for an Interest Period of one month beginning two (2) Business
      Days thereafter. The Daily Floating Eurodollar Rate shall be determined and
      adjusted on each Business Day and shall remain in effect until the next Business
      Day.

    


    “Daily
      Unused Fee”
means,
      for any day during the Commitment Period, an amount equal to (a) a daily
      percentage rate derived from the then-applicable per annum Applicable Percentage
      multiplied
      by (b)
      the amount by which the Aggregate Revolving Commitments exceed the sum of the
      Outstanding Amount of Revolving Obligations (excluding the amount of any
      then-outstanding Swing Line Loans) as of the beginning of such day.

    


    “Debtor
      Relief Laws”
means
      the Bankruptcy Code of the United States, and all other liquidation,
      conservatorship, bankruptcy, assignment for the benefit of creditors,
      moratorium, rearrangement, receivership, insolvency, reorganization, or similar
      debtor relief Laws of the United States or other applicable jurisdictions from
      time to time in effect and affecting the rights of creditors
      generally.

    


    “Default”
means
      any event, act or condition that, with notice, the passage of time, or both,
      would constitute an Event of Default.

    


    “Default
      Rate”
means
      an interest rate equal to (a) the Base Rate plus (b) the Applicable Percentage,
      if any, applicable to Base Rate Loans plus (c) three percent (3%) per annum;
      provided, however, that with respect to a Eurodollar Loan, the Default Rate
      shall be an interest rate equal to the interest rate (including any Applicable
      Percentage) otherwise applicable to such Loan plus three percent (3%) per annum,
      in each case to the fullest extent permitted by applicable Law.

    


    “Defaulting
      Lender”
means
      any Lender that (a) has failed to fund any portion of the Loans, participations
      in L/C Obligations or participations in Swing Line Loans required to be funded
      by it hereunder within one Business Day of the date required to be funded by
      it
      hereunder and has not cured such failure prior to the date of determination,
      (b)
      has otherwise failed to pay over to the Administrative Agent or any other Lender
      any other amount required to be paid by it hereunder within one Business Day
      of
      the date when due, unless the subject of a good faith dispute, and has not
      cured
      such failure prior to the date of determination, or (c) has been deemed
      insolvent or become the subject of a bankruptcy or insolvency
      proceeding.

    


    “Disposition”
or
      “Dispose”
means
      the sale, transfer, license, lease or other disposition (including any Sale
      and
      Leaseback Transaction) of any property by any Person, including any sale,
      assignment, transfer or other disposal, with or without recourse, of any notes
      or accounts receivable or any rights and claims associated
      therewith.

    


    “Dollar”
or
      “$”
means
      the lawful currency of the United States.

    


    “Domestic
      Subsidiary”
means
      any Subsidiary that is organized under the laws of any State of the United
      States or the District of Columbia.

    


    “EBITDA”
means,
      for any Person or group of Persons, as applicable, for the most recently ended
      fiscal quarter for which financial information has been delivered to the
      Administrative Agent pursuant to the terms of this Credit Agreement, the
      annualized sum of (a) net income of such Person(s), in each case, excluding
      any
      non-recurring or extraordinary gains and losses, plus (b) an amount which,
      in
      the determination of net income for such fiscal quarter pursuant to
      clause (a) above, has been deducted for or in connection with (i)
      Consolidated Interest Expense, (ii) income taxes, and (iii) depreciation and
      amortization, all determined in accordance with GAAP.

    


    “Eligible
      Assignee”
      means
      (a)
      a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other
      Person (other than a natural person) approved by (i) the Administrative Agent
      (such approval not to be unreasonably withheld), and (ii) unless an Event of
      Default has occurred and is continuing, the Borrower Representative (each such
      approval not to be unreasonably withheld or delayed); provided that
      notwithstanding the foregoing, “Eligible Assignee” shall not include the Parent
      or any of the Parent’s Affiliates or Subsidiaries.

    


    “Eligible
      Ground Lease”
means,
      at any time, a ground lease (a) under which a Borrower is the lessee or holds
      equivalent rights and is the fee owner of the improvements located thereon,
      (b)
that
      has
      a remaining term of not less than thirty (30) years; provided,
      however,
      with
      respect to that certain ground lease covering properties located at 200 Alabama
      Avenue, Muscle Shoals, Alabama, 500 John Aldridge Drive, Tuscumbia, Alabama
      and
      813 Keeler Lane, Tuscumbia, Alabama, such remaining term may be less than thirty
      (30) years provided that such Borrower at all times possesses a valid and
      enforceable irrevocable option to purchase the fee interest in such properties
      with no conditions or contingencies other than the payment of a sum of less
      than
      $1,000.00,
      (c)
      under which any required rental payment, principal or interest payment or other
      payment due under such lease from such Borrower to the ground lessor is not
      more
      than sixty (60) days past due and any required rental payment, principal or
      interest payment or other payment due to such Borrower under any sublease of
      the
      applicable real property lessor is not more than sixty (60) days past due,
      (d) where no party to such lease is subject to a then-continuing Bankruptcy
      Event, (e) such ground lease (or a related document executed by the applicable
      ground lessor) contains customary provisions protective of any lender to the
      lessee and (f) where the Borrower’s interest in the underlying Real Property
      Asset or the lease is not subject to (i) any Lien other than Permitted Liens
      and
      other encumbrances acceptable to the Administrative Agent and the Required
      Lenders, in their discretion, or (ii) any Negative Pledge. 

    


    “Eligible
      Tenant”
means
      a
      Tenant which (a) is not in arrears on any required rental payment, principal
      or
      interest payment, payments of real property taxes or payments of premiums on
      insurance policies with respect to its lease beyond the later of (i) the
      applicable grace period with respect thereto, if any, and (ii) forty five (45)
      days; (b) is not subject to a then-continuing Bankruptcy Event; and (c) is
      reasonably acceptable in all material respects to the Administrative Agent
      and
      the Required Lenders (it being understood that for purposes of this clause
      (c),
      each Tenant set forth on Schedule
      5.12
      hereto
      on the Closing Date is deemed acceptable).

    


    “Environmental
      Laws”
means
      any and all federal, state, local, and foreign statutes, laws, regulations,
      ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
      franchises, licenses, agreements or governmental restrictions relating to
      pollution and the protection of the environment or the release of any materials
      into the environment, including those related to hazardous substances or wastes,
      air emissions and discharges to waste or public systems.

    


    “Equity
      Transaction”
means,
      with respect to any member of the Consolidated Parties, any issuance or sale
      of
      shares of its Capital Stock, other than an issuance (a) to a Consolidated Party,
      (b) in connection with a conversion of debt securities to equity, (c) in
      connection with the exercise by a present or former employee, officer or
      director under a stock incentive plan, stock option plan or other equity-based
      compensation plan or arrangement, or (d) in connection with any Acquisition
      permitted hereunder.

    


    “ERISA”
means
      the Employee Retirement Income Security Act of 1974.

    


    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) under common control with
      the Parent within the meaning of Section 414(b) or (c) of the Internal
      Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for
      purposes of provisions relating to Section 412 of the Internal Revenue
      Code).

    


    “ERISA
      Event”
means
      (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
      the
      Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063
      of ERISA during a plan year in which it was a substantial employer (as defined
      in Section 4001(a)(2) of ERISA) or a cessation of operations that is
      treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
      or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer
      Plan or notification that a Multiemployer Plan is in reorganization; (d) the
      filing of a notice of intent to terminate, the treatment of a Plan amendment
      as
      a termination under Sections 4041 or 4041A of ERISA, or the commencement of
      proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;
      (e)
      an event or condition that could reasonably be expected to constitute grounds
      under Section 4042 of ERISA for the termination of, or the appointment of a
      trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
      imposition of any liability under Title IV of ERISA, other than for PBGC
      premiums due but not delinquent under Section 4007 of ERISA, upon the
      Parent or any ERISA Affiliate.

    


    “Eurodollar
      Loan”
means
      a
      Loan that bears interest at a rate based on the Eurodollar Rate.

    


    “Eurodollar
      Base Rate”
means,
      for any Interest Period with respect to any Eurodollar Loan:

    


    (a) for
      such
      Interest Period, the rate per annum equal to the British Bankers Association
      LIBOR Rate (“BBA
      LIBOR”),
      as
      published by Reuters (or other commercially available source providing
      quotations of BBA LIBOR as designated by the Administrative Agent from time
      to
      time) at approximately 11:00 a.m., London time, two Business Days prior to
      the commencement of such Interest Period, for Dollar deposits (for delivery
      on
      the first day of such Interest Period) with a term equivalent to such Interest
      Period, or

    


    (b) If
      such
      rate is not available at such time for any reason, then the “Eurodollar Base
      Rate” for such Interest Period shall be the rate per annum determined by the
      Administrative Agent to be the rate at which deposits in Dollars for delivery
      on
      the first day of such Interest Period in same day funds in the approximate
      amount of the Eurodollar Rate Loan being made, continued or converted by Bank
      of
      America and with a term equivalent to such Interest Period would be offered
      by
      Bank of America’s London Branch to major banks in the London interbank
      eurodollar market at their request at approximately 11:00 a.m. (London
      time) two Business Days prior to the commencement of such Interest
      Period..

    


    “Eurodollar
      Rate”
means
      for any Interest Period with respect to any Eurodollar Loan, a rate per annum
      determined by the Administrative Agent pursuant to the following
      formula:

    


    
      	
              Eurodollar
                Rate =

            	
              Eurodollar
                Base Rate

              1.00
                - Eurodollar Reserve Percentage

            


    

    


    “Eurodollar
      Reserve Percentage”
means,
      for any day during any Interest Period, the reserve percentage (expressed as
      a
      decimal, carried out to five decimal places) in effect on such day, whether
      or
      not applicable to any Lender, under regulations issued from time to time by
      the
      FRB for determining the maximum reserve requirement (including any emergency,
      supplemental or other marginal reserve requirement) with respect to Eurocurrency
      funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar
      Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically
      as of the effective date of any change in the Eurodollar Reserve
      Percentage.

    


    “Event
      of Acceleration”
means
      any of the events or conditions set forth in Sections 8.01(f),
      (g)
      or
(j)
      with
      respect to the Parent or any Borrower.

    


    “Event
      of Default”
has
      the
      meaning provided in Section 8.01.

    


    "Existing
      Letters of Credit"
      means
      the Letters of Credit identified on Schedule
      1.01.

    


    “Extension
      of Credit”
means
      (i) any Borrowing and (ii) any L/C Credit Extension.

    


    “Facility
      Lease”
means
      a
      lease or master lease with respect to any Real Property Asset owned or ground
      leased by a Borrower from the applicable Borrower as lessor, to an Eligible
      Tenant, which, in the reasonable judgment of the Administrative Agent, is a
      triple net lease such that such Eligible Tenant is required to pay all
taxes,
      utilities, insurance, maintenance, casualty insurance payments and other
      expenses with respect to the subject Real Property Asset (whether in the form
      of
      reimbursements or additional rent) in addition to the base rental payments
      required thereunder such that net operating income for such Real Property Asset
      (before non-cash items) equals the base rent paid thereunder;
      provided, that each such lease or master lease shall be in form and substance
      reasonably satisfactory to the Administrative Agent.

    


    “Federal
      Funds Rate”
means,
      for any day, the rate per annum equal to the weighted average of the rates
      on
      overnight federal funds transactions with members of the Federal Reserve System
      arranged by federal funds brokers on such day, as published by the Federal
      Reserve Bank of New York on the Business Day immediately succeeding such day;
      provided that (a) if such day is not a Business Day, the Federal Funds Rate
      for
      such day shall be such rate on such transactions on the immediately preceding
      Business Day as so published on the immediately succeeding Business Day, and
      (b)
      if no such rate is so published on such immediately succeeding Business Day,
      the
      Federal Funds Rate for such day shall be the average rate (rounded upward,
      if
      necessary, to the next 1/100th
      of 1%)
      charged to Bank of America on such day on such transactions as determined by
      the
      Administrative Agent.

    


    “Foreign
      Lender”
has
      the
      meaning provided in Section 10.15(a)(i).

    


    “Foreign
      Subsidiary”
means
      any Subsidiary that is not a Domestic Subsidiary.

    


    “FRB”
means
      the Board of Governors of the Federal Reserve System of the United
      States.

    


    “Fund”
means
      any Person (other than a natural person) engaged in making, purchasing, holding
      or otherwise investing in commercial loans and similar extensions of credit
      in
      the ordinary course of its business.

    


    “Funded
      Debt”
means,
      as to any Person (or consolidated group of Persons) at a particular time,
      without duplication, all of the following, whether or not included as
      indebtedness or liabilities in accordance with GAAP:

    


    (a) all
      obligations for borrowed money, whether current or long-term (including the
      Obligations hereunder), and all obligations evidenced by bonds, debentures,
      notes, loan agreements or other similar instruments;

    


    (b) all
      purchase money indebtedness (including indebtedness and obligations in respect
      of conditional sales and title retention arrangements, except for customary
      conditional sales and title retention arrangements with suppliers that are
      entered into in the ordinary course of business) and all indebtedness and
      obligations in respect of the deferred purchase price of property or services
      (other than trade accounts payable incurred in the ordinary course of business
      and payable on customary trade terms);

    


    (c) all
      direct obligations under letters of credit (including standby and commercial),
      bankers’ acceptances and similar instruments (including bank guaranties, surety
      bonds, comfort letters, keep-well agreements and capital maintenance agreements)
      to the extent such instruments or agreements support financial, rather than
      performance, obligations;

    


    (d) the
      Attributable Principal Amount of capital leases and Synthetic
      Leases;

    


    (e) the
      Attributable Principal Amount of Securitization Transactions;

    


    (f) all
      preferred stock and comparable equity interests providing for mandatory
      redemption, sinking fund or other like payments;

    


    (g) Support
      Obligations in respect of Funded Debt of another Person (other than Persons
      in
      such group, if applicable);

    


    (h) Funded
      Debt of any partnership or joint venture or other similar entity in which such
      Person is a general partner or joint venturer, and, as such, has personal
      liability for such obligations, but only to the extent there is recourse to
      such
      Person (or, if applicable, any Person in such consolidated group) for payment
      thereof.

    


    For
      purposes hereof, the amount of Funded Debt shall be determined based on the
      outstanding principal amount in the case of borrowed money indebtedness under
      clause (a) and purchase money indebtedness and the deferred purchase
      obligations under clause (b), based on the maximum amount available to be
      drawn in the case of letter of credit obligations and the other obligations
      under clause (c), and based on the amount of Funded Debt that is the
      subject of the Support Obligations in the case of Support Obligations under
      clause (g). For purposes of clarification, “Funded Debt” of Person
      constituting a consolidated group shall not include inter-company indebtedness
      of such Persons, general accounts payable of such Persons which arise in the
      ordinary course of business, accrued expenses of such Persons incurred in the
      ordinary course of business or minority interests in joint ventures or limited
      partnerships (except to the extent set forth in clause (h)
      above).

    


    “Funds
      From Operations”
means,
      with respect to the immediately prior fiscal quarter period, the Parent’s net
      income (or loss), plus depreciation and amortization and after adjustments
      for
      unconsolidated partnerships and joint ventures as hereafter provided.
      Notwithstanding contrary treatment under GAAP, for purposes hereof, (a) “Funds
      From Operations” shall include, and be adjusted to take into account, the
      Borrower’s interests in unconsolidated partnerships and joint ventures, on the
      same basis as consolidated partnerships and subsidiaries, as provided in the
      “white paper” issued in April 2002 by the National Association of Real
      Estate Investment Trusts, a copy of which has been provided to the
      Administrative Agent and the Lenders and (b) net income (or loss) shall not
      include gains (or, if applicable, losses) resulting from or in connection with
      (i) restructuring of indebtedness, (ii) sales of property, (iii) sales or
      redemptions of preferred stock, or (iv) any other Special Charges.

    


    “GAAP”
means
      generally accepted accounting principles in effect in the United States as
      set
      forth in the opinions and pronouncements of the Accounting Principles Board
      and
      the American Institute of Certified Public Accountants and statements and
      pronouncements of the Financial Accounting Standards Board from time to time
      applied on a consistent basis, subject to the provisions of Section 1.03.

    


    “Governmental
      Authority”
means
      any nation or government, any state or other political subdivision thereof,
      and
      any agency, authority, instrumentality, regulatory body, court, administrative
      tribunal, central bank or other entity exercising executive, legislative,
      judicial, taxing, regulatory or administrative powers or functions of or
      pertaining to government.

    


    “Guarantor”
means,
      as of any date, the Parent or any Subsidiary Guarantor which is a party to
      the
      Guaranty as of such date; and “Guarantors”
means
      a
      collective reference to each of them.

    


    “Guaranty”
means
      the guaranty in the form of Exhibit
      G
      dated as
      of the date hereof executed by the Parent and the existing Subsidiary
      Guarantors, as amended, supplemented or otherwise modified from time to time
      and
      as the same may be joined by Persons that become Subsidiary Guarantors following
      the date hereof.

    


    “Hazardous
      Substance”
means
      any toxic or hazardous substance, including petroleum and its derivatives
      regulated under the Environmental Laws.

    


    “Healthcare
      Facilities”
means
      any skilled nursing facilities, mentally retarded and developmentally disabled
      facilities, rehab hospitals, long term acute care facilities, intermediate
      care
      facilities for the mentally disabled, medical office buildings, domestic
      assisted living facilities, independent living facilities or Alzheimer's care
      facilities and any ancillary businesses that are incidental to the
      foregoing.

    


    “Healthcare
      Laws”
has
      the
      meaning given to such term in Section
      5.19(a)
      hereof.

    


    “HMO”
means
      any health maintenance organization, managed care organization, any Person
      doing
      business as a health maintenance organization or managed care organization,
      or
      any Person required to qualify or be licensed as a health maintenance
      organization or managed care organization under applicable federal or state
      law
      (including, without limitation, HMO Regulations).

    


    “Indebtedness”
means,
      as to any Person at a particular time, without duplication, all of the
      following, whether or not included as indebtedness or liabilities in accordance
      with GAAP:

    


    (a) all
      Funded Debt;

    


    (b) all
      contingent obligations under letters of credit (including standby and
      commercial), bankers’ acceptances and similar instruments (including bank
      guaranties, surety bonds, comfort letters, keep-well agreements and capital
      maintenance agreements) to the extent such instruments or agreements support
      financial, rather than performance, obligations;

    


    (c) net
      obligations under any Swap Contract;

    


    (d) Support
      Obligations in respect of Indebtedness of another Person; and

    


    (e) Indebtedness
      of any partnership or joint venture or other similar entity in which such Person
      is a general partner or joint venturer, and, as such, has personal liability
      for
      such obligations, but only to the extent there is recourse to such Person for
      payment thereof.

    


    For
      purposes hereof, the amount of Indebtedness shall be determined based on Swap
      Termination Value in the case of net obligations under Swap Contracts under
      clause (c) and based on the outstanding principal amount of the
      Indebtedness that is the subject of the Support Obligations in the case of
      Support Obligations under clause (d).

    


    “Indemnified
      Liabilities”
has
      the
      meaning provided in Section 10.05.

    


    “Indemnitees”
has
      the
      meaning provided in Section 10.05.

    


    “Interest
      Payment Date”
means,
      (a) as to any Base Rate Loan (including Swing Line Loans), the last Business
      Day
      of each March, June, September and December and the Termination Date
      and, in the case of any Swing Line Loan, any other dates reasonably determined
      by the Swing Line Lender, and (b) as to any Eurodollar Loan (other than Swing
      Line Loans), the last Business Day of each Interest Period for such Loan, the
      date of repayment of principal of such Loan, and where the applicable Interest
      Period exceeds three months, the date every three months after the beginning
      of
      such Interest Period. If an Interest Payment Date falls on a date that is not
      a
      Business Day, such Interest Payment Date shall be deemed to be the immediately
      succeeding Business Day.

    


    “Internal
      Control Event”
means
      a
      material weakness in, or fraud that involves management or other employees
      who
      have a significant role in, the Borrower’s internal controls over financial
      reporting, in each case as described in the Securities Laws.

    


    “Intangible
      Assets”
means
      all assets consisting of goodwill, patents, trade names, trademarks, copyrights,
      franchises, experimental expense, organization expense, unamortized debt
      discount and expense, deferred assets (other than prepaid insurance and prepaid
      taxes), the excess of cost of shares acquired over book value of related assets
      and such other assets as are properly classified as “intangible assets” in
      accordance with GAAP.

    


    “Interest
      Period”
means,
      as to each Eurodollar Loan, the period commencing on the date such Eurodollar
      Loan is disbursed or converted to or continued as a Eurodollar Loan and ending
      on the date one, two, three or six months thereafter, as selected by the
      applicable Borrower in its Loan Notice; provided that:

    


    (a) any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the immediately succeeding Business Day unless such
      Business Day falls in another calendar month, in which case such Interest Period
      shall end on the immediately preceding Business Day;

    


    (b) any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and

    


    (c) no
      Interest Period shall extend beyond the Termination Date.

    


    “Internal
      Revenue Code”
means
      the Internal Revenue Code of 1986.

    


    “Investment”
means,
      as to any Person, any direct or indirect acquisition or investment by such
      Person, whether by means of (a) the purchase or other acquisition of Capital
      Stock of another Person, (b) a loan, advance or capital contribution to,
      guaranty or assumption of debt of, or purchase or other acquisition of any
      other
      debt or equity participation or interest in, another Person, including any
      partnership or joint venture interest in such other Person, or (c) the purchase
      or other acquisition (in one transaction or a series of transactions) of assets
      of another Person that constitute a business unit. For purposes of covenant
      compliance, the amount of any Investment shall be the amount actually invested,
      without adjustment for subsequent increases or decreases in the value of such
      Investment.

    


    “IRS”
means
      the United States Internal Revenue Service.

    


    “JCAHO”
has
      the
      meaning given to such term in Section
      5.19(b).

    


    “Laws”
means,
      collectively, all international, foreign, federal, state and local statutes,
      treaties, rules, guidelines, regulations, ordinances, codes and administrative
      or judicial precedents or authorities, including the interpretation or
      administration thereof by any Governmental Authority charged with the
      enforcement, interpretation or administration thereof, and all applicable
      administrative orders, directed duties, requests, licenses, authorizations
      and
      permits of, and agreements with, any Governmental Authority, in each case
      whether or not having the force of law.

    


    “L/C
      Advance”
means,
      with respect to each Lender, such Lender’s funding of its participation in any
      L/C Borrowing.

    


    “L/C
      Borrowing”
means
      any extension of credit resulting from a drawing under any Letter of Credit
      that
      has not been reimbursed or refinanced as a Borrowing of Revolving
      Loans.

    


    “L/C
      Commitment”
means,
      with respect to the L/C Issuer, the commitment of the L/C Issuer to issue and
      to
      honor payment obligations under Letters of Credit, and, with respect to each
      Lender, the commitment of such Lender to purchase participation interests in
      L/C
      Obligations up to such Lender’s Revolving Commitment Percentage
      thereof.

    


    “L/C
      Committed Amount”
has
      the
      meaning provided in Section 2.01(b).

    


    “L/C
      Credit Extension”
means,
      with respect to any Letter of Credit, the issuance thereof or extension of
      the
      expiry date thereof, or the renewal or increase of the amount
      thereof.

    


    “L/C
      Issuer”
means
      Bank of America in its capacity as issuer of Letters of Credit hereunder, in
      each case together with its successors in such capacity.

    


    “L/C
      Issuer Fees”
shall
      have the meaning given such term in Section 2.09(c)(ii).

    


    “L/C
      Obligations”
means,
      at any time, the sum of (a) the maximum amount available to be drawn under
      Letters of Credit then outstanding, assuming compliance with all requirements
      for drawings referenced therein, plus (b) the aggregate amount of all
      Unreimbursed Amounts, including L/C Borrowings.

    


    “Lender”
means
      each of the Persons identified as a “Lender” on the signature pages hereto (and,
      as appropriate, includes the L/C Issuer and the Swing Line Lender) and each
      Person who joins as a Lender pursuant to the terms hereof, together with their
      respective successors and assigns.

    


    “Lender
      Joinder Agreement”
means
      a
      joinder agreement in the form of Exhibit F,
      executed and delivered in accordance with the provisions of Section 2.01(d).

    


    “Lending
      Office”
means,
      as to any Lender, the office or offices of such Lender set forth in such
      Lender’s Administrative Questionnaire or such other office or offices as a
      Lender may from time to time notify the Borrowers and the Administrative
      Agent.

    


    “Letter
      of Credit”
means
      each standby (non-commercial) letter of credit issued hereunder and shall
      include the Existing Letters of Credit. 

    


    “Letter
      of Credit Application”
means
      an application and agreement for the issuance or amendment of a Letter of Credit
      in the form from time to time in use by the L/C Issuer.

    


    “Letter
      of Credit Expiration Date”
means
      the day that is five (5) Business Days prior to the Termination Date then
      in effect (or, if such day is not a Business Day, the immediately preceding
      Business Day).

    


    “Letter
      of Credit Fee”
shall
      have the meaning given such term in Section 2.09(c)(i).

    


    “Lien”
means
      any mortgage, deed of trust, deed to secured debt, pledge, hypothecation,
      assignment, deposit arrangement, encumbrance, lien (statutory or other), charge,
      or preference, priority or other security interest or preferential arrangement
      of any kind or nature whatsoever (including any conditional sale or other title
      retention agreement, and any financing lease having substantially the same
      economic effect as any of the foregoing).

    


    “Loan”
means
      any Revolving Loan or Swing Line Loan, and the Base Rate Loans and Eurodollar
      Loans comprising such Loans.

    


    “Loan
      Notice”
means
      a
      notice of (a) a Borrowing of Loans (including Swing Line Loans), (b) a
      conversion of Loans from one Type to the other, or (c) a continuation of
      Eurodollar Loans, which, if in writing, shall be substantially in the form
      of
Exhibit A.

    


    “Material
      Adverse Effect”
means
      a
      material adverse effect on (i) the condition (financial or otherwise),
      operations, business, assets, liabilities or prospects of (A) the Parent and
      its
      Consolidated Subsidiaries taken as a whole or (B) the Borrowers taken as a
      whole, (ii) the ability of the Parent or the Borrowers to perform any material
      obligation under the Credit Documents, or (iii) the rights and remedies of
      the
      Administrative Agent and the Lenders under the Credit Documents.

    


    “Material
      Contract”
means,
      collectively, any Facility Lease, any cash management agreement, or any similar
      agreement with respect to any Borrowing Base Asset.

    


    “Medicaid”
means
      the medical assistance programs administered by state agencies and approved
      by
      CMS pursuant to the terms of Title XIX of the Social Security Act, codified
      at
      42 U.S.C. 1396 et
      seq

    


    “Medical
      Services”
means
      medical and health care services provided to a Person, including, but not
      limited to, medical and health care services provided to a Person which are
      covered by a policy of insurance, and includes physician services, nurse and
      therapist services, dental services, hospital services, skilled nursing facility
      services, comprehensive outpatient rehabilitation services, home health care
      services, residential and out-patient behavioral healthcare services, and
      medicine or health care equipment provided to a Person for a necessary or
      specifically requested valid and proper medi-cal or health purpose.

    


    “Medicare”
means
      the program of health benefits for the aged and disabled administered by CMS
      pursuant to the terms of Title XVIII of the Social Security Act, codified at
      42
      U.S.C. 1395 et
      seq.

    


    “Moody’s”
means
      Moody’s Investors Service, Inc. and any successor thereto.

    


    “Mortgageability
      Amount”
means,
      with respect to any Borrowing Base Asset and as of any date of determination,
      the maximum principal amount of a mortgage loan that would be available to
      be
      borrowed against such Borrowing Base Asset assuming (a) an annual interest
      rate
      equal to the greater of (i) 7.00% and (ii) the then-applicable Treasury
      Rate plus
      2.00%, (b) a 30-year amortization schedule and (c) a debt service coverage
      ratio
      on such loan of 1.50 to 1.00 (based on the most-recently calculated
      Mortgageability Cash Flow of such Borrowing Base Asset).

    


    “Mortgageability
      Cash Flow”
means,
      with respect to any Borrowing Base Asset and for the most recently ended fiscal
      quarter for which financial information has been delivered to the Administrative
      Agent pursuant to the terms of this Credit Agreement, an amount equal to the
      most-recently calculated Net Revenues received by the applicable Borrower with
      respect to such Borrowing Base Asset (as calculated on an annualized basis
      for
      the most recently ended fiscal quarter for which financial information has
      been
      delivered to the Administrative Agent pursuant to the terms of this Credit
      Agreement) in connection with a so-called triple net lease entered into between
      the applicable Borrower and a Person which is not an Affiliate of any
      Consolidated Party.

    


    “Mortgage
      Instrument”
means,
      for any Real Property Asset, a first lien priority mortgage, deed of trust
      or
      deed to secure debt in favor of the Administrative Agent (for the benefit of
      the
      Lenders) with respect to such Real Property Asset. Each Mortgage Instrument
      shall be in form and substance satisfactory to the Administrative Agent and
      suitable for recording in the applicable jurisdiction.

    


    “Mortgage
      Policies”
shall
      have the meaning assigned to such term in the definition of “Borrowing Base
      Asset Deliverables” contained in this Section 1.01.

    


    “Multiemployer
      Plan”
means
      any employee benefit plan of the type described in Section 4001(a)(3) of
      ERISA, to which the Parent or any ERISA Affiliate makes or is obligated to
      make
      contributions, or during the preceding five plan years, has made or been
      obligated to make contributions.

    


    “Negative
      Pledge” means
      any
      agreement (other than this Credit Agreement or any other Credit Document) that
      in whole or in part prohibits the creation of any Lien on any assets of a
      Person; provided, however, that an agreement that establishes a maximum ratio
      of
      unsecured debt to unencumbered assets, or of secured debt to total assets,
      or
      that otherwise conditions a Person’s ability to encumber its assets upon the
      maintenance of one or more specified ratios that limit such Person’s ability to
      encumber its assets but that do not generally prohibit the encumbrance of its
      assets, or the encumbrance of specific assets, shall not constitute a “Negative
      Pledge” for purposes of this Credit Agreement.

    


    “Net
      Revenues”
shall
      mean, with respect to any Real Property Asset for the most recently ended fiscal
      quarter for which financial information has been delivered to the Administrative
      Agent pursuant to the terms of this Credit Agreement, the annualized sum of
      (a)
      rental payments received in cash by the applicable Borrower (whether in the
      nature of base rent, minimum rent, percentage rent, additional rent or
      otherwise, but exclusive of security deposits, earnest money deposits, advance
      rentals, reserves for capital expenditures, charges, expenses or items required
      to be paid or reimbursed by the tenant thereunder and proceeds from a sale
      or
      other disposition) pursuant to the Facility Leases applicable to such Real
      Property Asset, minus (b) expenses of the Borrowers allocated to such Real
      Property Asset.

    


    “Notes”
means
      the Revolving Notes; and “Note”
means
      any one of them.

    


    “Obligations”
means,
      without duplication, (a) all advances to, and debts, liabilities, obligations,
      covenants and duties of, any Credit Party arising under any Credit Document
      or
      otherwise with respect to any Loan or Letter of Credit, whether direct or
      indirect (including those acquired by assumption), absolute or contingent,
      due
      or to become due, now existing or hereafter arising and including interest
      and
      fees that accrue after the commencement by or against any Credit Party or any
      Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
      Person as the debtor in such proceeding, regardless of whether such interest
      and
      fees are allowed claims in such proceeding and (b) all obligations under any
      Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender
      is a party.

    


    “Occupancy
      Rate”
means,
      with respect to any Real Property Asset, the percentage of rentable area of
      such
      Real Property Asset that is (a) leased pursuant to a lease that is in form
      and
      substance acceptable to the Administrative Agent and (b) actually occupied
      by an
      Eligible Tenant.

    


    “Organization
      Documents”
means,
      (a) with respect to any corporation, the certificate or articles of
      incorporation and the bylaws (or equivalent or comparable constitutive documents
      with respect to any non-U.S. jurisdiction); (b) with respect to any limited
      liability company, the certificate or articles of formation or organization
      and
      operating agreement; and (c) with respect to any partnership, joint venture,
      trust or other form of business entity, the partnership, joint venture or other
      applicable agreement of formation or organization and any agreement, instrument,
      filing or notice with respect thereto filed in connection with its formation
      or
      organization with the applicable Governmental Authority in the jurisdiction
      of
      its formation or organization and, if applicable, any certificate or articles
      of
      formation or organization of such entity.

    


    “Outstanding
      Amount”
means
      (a) with respect to Revolving Loans and Swing Line Loans on any date, the
      aggregate outstanding principal amount thereof after giving effect to any
      Borrowings and prepayments or repayments of Revolving Loans and Swing Line
      Loans, as the case may be, occurring on such date and (b) with respect to any
      L/C Obligations on any date, the amount of such L/C Obligations on such date
      after giving effect to any L/C Credit Extension occurring on such date and
      any
      other changes in the aggregate amount of the L/C Obligations as of such date,
      including as a result of any reimbursements of outstanding unpaid drawings
      under
      any Letters of Credit or any reductions in the maximum amount available for
      drawing under Letters of Credit taking effect on such date.

    


    “Parent”
means
      Omega Healthcare Investors, Inc.

    


    “Participant”
has
      the
      meaning provided in Section 10.07(d).

    


    “Patriot
      Act”
-
      Means
      the USA Patriot Act, Pub. L. No. 107-56 et seq.

    


    “PBGC”
means
      the Pension Benefit Guaranty Corporation.

    


    “Pension
      Plan”
means
      any “employee pension benefit plan” (as such term is defined in
      Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
      Title IV of ERISA and is sponsored or maintained by the Parent or any ERISA
      Affiliate or to which the Parent or any ERISA Affiliate contributes or has
      an
      obligation to contribute, or in the case of a multiple employer or other plan
      described in Section 4064(a) of ERISA, has made contributions at any time
      during the immediately preceding five plan years.

    


    “Permitted
      Liens”
means,
      as to any Person: (a) Liens securing taxes, assessments and other charges or
      levies imposed by any Governmental Authority (excluding any Lien imposed
      pursuant to any of the provisions of ERISA), in each case, which are not yet
      due
      and payable; (b) Liens evidencing the claims of materialmen, mechanics, carders,
      warehousemen or landlords for labor, materials, supplies or rentals, in each
      case, incurred in the ordinary course of business and which are not at the
      time
      required to be paid or discharged; provided, that with respect to any Borrowing
      Base Asset, no exception is taken therefor in the related Mortgage Policy or
      such Mortgage Policy otherwise affirmatively insures over such Liens in form
      and
      substance satisfactory to the Administrative Agent; (c) Liens consisting of
      deposits or pledges made, in the ordinary course of business, in connection
      with, or to secure payment of, obligations under workmen’s compensation,
      unemployment insurance or similar applicable Laws; (d) zoning restrictions,
      easements, rights-of-way, covenants, reservations and other rights, restrictions
      or encumbrances of record on the use of Real Property Assets, which do not
      materially detract from the value of such property or materially impair the
      use
      thereof for the business of such Person; (e) Liens in existence as of the
      Closing Date as set forth on Schedule 7.01
      and,
      with respect to the Borrowing Base Assets, as set forth on the Mortgage Policies
      (or updates thereto) delivered in connection herewith; (f) Liens, if any, in
      favor of the Administrative Agent for the benefit of the Lenders; (g) Liens
      arising pursuant to leases or subleases of immaterial portions of any Real
      Property Asset owned by any of the Borrowers granted to others not interfering
      in any material respect with such Real Property Asset or the business of the
      applicable Borrower and (h)
      Liens
      in existence as of the Closing Date with respect to certain of the Borrowing
      Base Assets to secure the Braswell Indebtedness, to the extent that such
      Liens will not be set forth on the Mortgage Polices (or updates thereto)
      permitted pursuant to clause (e) above.

    


    “Person”
means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.

    


    “Plan”
means
      any “employee benefit plan” (as such term is defined in Section 3(3) of
      ERISA) established by the Parent or, with respect to any such plan that is
      subject to Section 412 of the Internal Revenue Code or Title IV of
      ERISA, any ERISA Affiliate.

    


    “Platform”
has
      the
      meaning specified in Section 6.02.

    


    “Prohibited
      Person”
shall
      mean any Person (i) listed in the annex to, or who is otherwise subject to
      the
      provisions of, Executive Order No. 13224 on Terrorist Financing, effective
      September 24, 2001, and relating to Blocking Property and Prohibiting
      Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
      (the "Executive
      Order");
      (ii)
      that is owned or controlled by, or acting for or on behalf of, any person or
      entity that is listed in the annex to, or is otherwise subject to the
      provisions, of the Executive Order; (iii) with whom a Person is prohibited
      from
      dealing or otherwise engaging in any transaction by any terrorism or money
      laundering Law, including the Executive Order; (iv) who commits, threatens
      or
      conspires to commit or supports "terrorism" as defined in the Executive Order;
      (v) that is named as a "specially designated national and blocked person" on
      the
      most current list published by the U.S. Treasury Department Office of Foreign
      Assets Control at its official website or at any replacement website or other
      replacement official publication of such list; or who is an Affiliate of a
      Person listed in clauses (i) - (v) above.

    


    “Qualified
      Borrowing Base Assets”
means,
      as of any date of determination, the set of then-existing Borrowing Base Assets
      which, in the aggregate, have an Occupancy Rate equal to or greater than seventy
      percent 70% and produce the greatest Aggregate Mortgageability
      Amount.

    


    “Qualified
      REIT Subsidiary”
shall
      have the meaning given to such term in the Internal Revenue Code.

    


    “Real
      Property Asset”
means,
      a parcel of real property, together with all improvements (if any) thereon,
      owned in fee simple or leased pursuant to an Eligible Ground Lease
      by any
      Person; “Real Property Assets” means a collective reference to each Real
      Property Asset.

    


    “Register”
has
      the
      meaning provided in Section 10.07(c).

    


    “Registered
      Public Accounting Firm”
has
      the
      meaning specified in the Securities Laws and shall be independent of the
      Borrower as prescribed by the Securities Laws.

    


    “Regulation T”
means
      Regulation T of the Board of Governors of the Federal Reserve System, as in
      effect from time to time.

    


    “Regulation U”
means
      Regulation U of the Board of Governors of the Federal Reserve System, as in
      effect from time to time.

    


    “Regulation X”
means
      Regulation X of the Board of Governors of the Federal Reserve System, as in
      effect from time to time.

    


    “REIT”
means
      a
      real estate investment trust as defined in Sections 856-860 of the Internal
      Revenue Code.

    


    “Related
      Parties”
means,
      with respect to any Person, such Person’s Affiliates and the partners,
      directors, officers, employees, agents and advisors of such Person and of such
      Person’s Affiliates.

    


    “Reportable
      Event”
means
      any of the events set forth in Section 4043(c) of ERISA, other than events
      for which the thirty-day notice period has been waived.

    


    “Request
      for Extension of Credit”
means
      (a) with respect to a Borrowing of Loans (including Swing Line Loans) or the
      conversion or continuation of Loans, a Loan Notice and (b) with respect to
      an
      L/C Credit Extension, a Letter of Credit Application.

    


    “Required
      Lenders”
means,
      as of any date of determination, two or more Lenders (except to the extent
      only
      one Lender exists as of such date) having at least 66-2/3% of the Aggregate
      Commitments or, if the commitment of each Lender to make Loans and the
      obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
      pursuant to Article
      VIII,
      Lenders
      holding in the aggregate at least 66-2/3% of the Revolving Obligations
      (including, in each case, the aggregate amount of each Lender’s risk
      participation and funded participation in L/C Obligations and Swing Line Loans);
      provided that the Commitment of, and the portion of the Revolving Obligations
      held or deemed held by, any Defaulting Lender shall be excluded for purposes
      of
      making a determination of Required Lenders.

    


    “Responsible
      Officer”
means
      the chief executive officer, president, chief operating officer and chief
      financial officer of any Credit Party. Any document delivered hereunder that
      is
      signed by a Responsible Officer of a Credit Party shall be conclusively presumed
      to have been authorized by all necessary corporate, partnership and/or other
      action on the part of such Credit Party and such Responsible Officer shall
      be
      conclusively presumed to have acted on behalf of such Credit Party.

    


    “Revolving
      Commitment”
means,
      with respect to each Lender, the commitment of such Lender to make Revolving
      Loans and to share in the Revolving Obligations hereunder up to such Lender’s
      Revolving Commitment Percentage thereof.

    


    “Revolving
      Commitment Percentage”
means,
      at any time for each Lender, a fraction (expressed as a percentage carried
      to
      the ninth decimal place), the numerator of which is such Lender’s Revolving
      Committed Amount and the denominator of which is the Aggregate Revolving
      Committed Amount. The initial Revolving Commitment Percentages are set forth
      on
Schedule 2.01.

    


    “Revolving
      Committed Amount”
means,
      with respect to each Lender, the amount of such Lender’s Revolving Commitment.
      The initial Revolving Committed Amounts are set forth on
      Schedule 2.01.

    


    “Revolving
      Loan”
has
      the
      meaning provided in Section 2.01.

    


    “Revolving
      Note”
means
      the promissory notes in the form of Exhibit B,
      if any,
      given to each Lender to evidence the Revolving Loans and Swing Line Loans of
      such Lender, as amended, restated, modified, supplemented, extended, renewed
      or
      replaced.

    


    “Revolving
      Obligations”
means
      the Revolving Loans, the L/C Obligations and the Swing Line Loans.

    


    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc. and any successor thereto.

    


    “Sale
      and Leaseback Transaction”
means,
      with respect to the Parent or any Subsidiary, any arrangement, directly or
      indirectly, with any person whereby the Parent or such Subsidiary shall sell
      or
      transfer any property, real or personal, used or useful in its business, whether
      now owned or hereafter acquired, and thereafter rent or lease such property
      or
      other property that it intends to use for substantially the same purpose or
      purposes as the property being sold or transferred.

    


    “Sarbanes-Oxley”
means
      the Sarbanes-Oxley Act of 2002.

    


    “SEC”
means
      the Securities and Exchange Commission, or any Governmental Authority succeeding
      to any of its principal functions.

    


    “Securities
      Laws”
means
      the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley
      and the applicable accounting and auditing principles, rules, standards and
      practices promulgated, approved or incorporated by the SEC or the Public Company
      Accounting Oversight Board, as each of the foregoing may be amended and in
      effect on any applicable date hereunder.

    


    “Securitization
      Transaction”
means
      any financing or factoring or similar transaction (or series of such
      transactions) entered by any member of the Consolidated Parties pursuant to
      which such member of the Consolidated Parties may sell, convey or otherwise
      transfer, or grant a security interest in, accounts, payments, receivables,
      rights to future lease payments or residuals or similar rights to payment (the
      “Securitization
      Receivables”)
      to a
      special purpose subsidiary or affiliate (a “Securitization
      Subsidiary”)
      or any
      other Person.

    


    “Security
      Agreement”
means
      the security agreement dated as of the date hereof in the form of Exhibit
      H,
      as
      amended, supplemented, restated or otherwise modified from time to
      time. 

    


    “Senior
      Notes”
means
      collectively, the Senior Notes (2014) and the Senior Notes (2017).

    


    “Senior
      Notes (2014)”
means
      any one of the 7.0% Senior Notes due 2014 issued by the Parent in favor of
      the
      Senior Noteholders pursuant to the Senior Note Indenture (2014), as such Senior
      Notes may be amended, restated, supplemented, replaced or otherwise modified
      from time to time. 

    


    “Senior
      Notes (2017)”
means
      any one of the 7.0% Senior Notes due 2017 issued by the Parent in favor of
      the
      Senior Noteholders pursuant to the Senior Note Indenture (2017), as such Senior
      Notes may be amended, restated, supplemented, replaced or otherwise modified
      from time to time. 

    


    “Senior
      Note Indentures”
means
      collectively, the Senior Note Indenture (2014) and the senior Note Indenture
      (2017).

    


    “Senior
      Note Indenture (2014)”
means
      the Indenture, dated as of March 22, 2004 by and among the Parent and the Senior
      Noteholders, as the same may be amended, restated, supplemented, replaced or
      otherwise modified from time to time. 

    


    “Senior
      Note Indenture (2017)”
means
      the Indenture, dated as of December 30, 2005 by and among the Parent and the
      Senior Noteholders, as the same may be amended, restated, supplemented, replaced
      or otherwise modified from time to time.

    


    “Senior
      Noteholder”
means
      any one of the holders from time to time of the Senior Notes.

    


    “Solvent”
means,
      with respect to any person on a particular date, that on such date (a) the
      fair
      value of the property of such Person is greater than the total amount of
      liabilities, including, without limitation, contingent liabilities, of such
      Person, (b) the present fair saleable value of the assets of such Person is
      not
      less than the amount that will be required to pay the probable liability of
      such
      Person on its debts as they become absolute and matured, (c) such Person is
      able
      to realize upon its assets and pay its debts and other liabilities, contingent
      obligations and other commitments as they mature, (d) such Person does not
      intend to, and does not believe that it will, incur debts or liabilities beyond
      such Person’s ability to pay as such debts and liabilities mature, and (e) such
      Person is not engaged in a business or a transaction, and is not about to engage
      in a business or a transaction, for which such Person’s property would
      constitute unreasonably small capital after giving due consideration to the
      prevailing practice in the industry in which such Person is engaged. In
      computing the amount of contingent liabilities at any time, it is intended
      that
      such liabilities will be computed at the amount which, in light of all the
      facts
      and circumstances existing at such time, represents the amount that can
      reasonably be expected to become an actual or matured liability.

    


    “Special
      Charges”
means,
      for the most recently ended fiscal quarter for which financial information
      has
      been delivered to the Administrative Agent pursuant to the terms of this Credit
      Agreement, all charges, costs or expenses of the Consolidated Parties related
      to
      any of the following:

    


    (a) cash
      litigation charges incurred by the Consolidated Parties; provided that such
      amount shall not exceed an aggregate amount of $5,000,000 during the term of
      this Credit Agreement and any such amounts in excess of $5,000,000 shall not
      be
      included in the determination of the Special Charges Adjustment for any fiscal
      quarter;

    


    (b) non-cash
      charges associated with the write-down of the value of accounts and/or notes
      receivable of the Consolidated Parties; provided that such amount shall not
      exceed an aggregate amount of $5,000,000 during the term of this Credit
      Agreement and any such amounts in excess of $5,000,000 shall not be included
      in
      the determination of the Special Charges Adjustment for any fiscal
      quarter;

    


    (c) non-cash
      charges related to preferred stock redemptions and non-cash compensation
      expenses relating to restricted stock awards, stock options or similar equity
      based compensation awards;

    


    (d) non-cash
      charges incurred by the Consolidated Parties in association with the write-down
      of the value of any real properties; 

    


    (e) the
      satisfaction of outstanding unamortized loan fees with respect to the 2004
      Credit Facility; and

    


    (f) any
      other
      non-cash charges associated with the sale or settlement by any Consolidated
      Party of any Swap Contract.

    


    “Special
      Charges Adjustment”
means,
      for any fiscal quarter, the amount which has been deducted for or in connection
      with any Special Charges (without duplication among such items or items taken
      into account for previous fiscal quarters) in the determination of net income
      for the applicable fiscal quarter for which a given Consolidated EBITDA
      calculation has been performed.

    


    “Subsidiary”
of
      a
      Person means a corporation, partnership, joint venture, limited liability
      company or other business entity of which a majority of the shares of securities
      or other interests having ordinary voting power for the election of directors
      or
      other governing body (other than securities or interests having such power
      only
      by reason of the happening of a contingency) are at the time beneficially owned,
      or the management of which is otherwise controlled, directly, or indirectly
      through one or more intermediaries, or both, by such Person. Unless otherwise
      provided, “Subsidiary”
shall
      refer to a Subsidiary of the Parent.

    


    “Subsidiary
      Guarantor”
means
      each Subsidiary of the Parent other than (a) the Borrowers and (b) the
      Unrestricted Subsidiaries.

    


    “Subsidiary
      Guarantor Joinder Agreement”
means
      a
      joinder agreement in the form of Exhibit E-2
      to be
      executed by each new Subsidiary of the Parent that is required to become a
      Subsidiary Guarantor in accordance with Section 6.15(b)
      hereof.


    


    “Support
      Obligations”
means,
      as to any Person, (a) any obligation, contingent or otherwise, of such Person
      guaranteeing or having the economic effect of guaranteeing any Indebtedness
      or
      other obligation payable or performable by another Person (the “primary
      obligor”) in any manner, whether directly or indirectly, and including any
      obligation of such Person, direct or indirect, (i) to purchase or pay (or
      advance or supply funds for the purchase or payment of) such Indebtedness or
      other obligation, (ii) to purchase or lease property, securities or services
      for
      the purpose of assuring the obligee in respect of such Indebtedness or other
      obligation of the payment or performance of such Indebtedness or other
      obligation, (iii) to maintain working capital, equity capital or any other
      financial statement condition or liquidity or level of income or cash flow
      of
      the primary obligor so as to enable the primary obligor to pay such Indebtedness
      or other obligation, or (iv) entered into for the purpose of assuring in any
      other manner the obligee in respect of such Indebtedness or other obligation
      of
      the payment or performance thereof or to protect such obligee against loss
      in
      respect thereof (in whole or in part), or (b) any Lien on any assets of such
      Person securing any Indebtedness or other obligation of any other Person,
      whether or not such Indebtedness or other obligation is assumed by such Person.
      The amount of any Support Obligations shall be deemed to be an amount equal
      to
      the stated or determinable amount of the related primary obligation, or portion
      thereof, in respect of which such Support Obligation is made or, if not stated
      or determinable, the maximum reasonably anticipated liability in respect thereof
      as determined by the guaranteeing Person in good faith.

    


    “Swap
      Contract”
means
      (a) any and all rate swap transactions, basis swaps, credit derivative
      transactions, forward rate transactions, commodity swaps, commodity options,
      forward commodity contracts, equity or equity index swaps or options, bond
      or
      bond price or bond index swaps or options or forward bond or forward bond price
      or forward bond index transactions, interest rate options, forward foreign
      exchange transactions, cap transactions, floor transactions, collar
      transactions, currency swap transactions, cross-currency rate swap transactions,
      currency options, spot contracts, or any other similar transactions or any
      combination of any of the foregoing (including any options to enter into any
      of
      the foregoing), whether or not any such transaction is governed by or subject
      to
      any master agreement, and (b) any and all transactions of any kind, and the
      related confirmations, that are subject to the terms and conditions of, or
      governed by, any form of master agreement published by the International Swaps
      and Derivatives Association, Inc., any International Foreign Exchange Master
      Agreement, or any other master agreement (any such master agreement, together
      with any related schedules, a “Master
      Agreement”),
      including any such obligations or liabilities under any Master
      Agreement.

    


    “Swap
      Termination Value”
means,
      in respect of any one or more Swap Contracts, after taking into account the
      effect of any legally enforceable netting agreement relating to such Swap
      Contracts, (a) for any date on or after the date such Swap Contracts have been
      closed out and termination values determined in accordance therewith, such
      termination values, and (b) for any date prior to the date referenced in
      clause (a), the amounts determined as the mark-to-market values for such
      Swap Contracts, as determined based upon one or more mid-market or other readily
      available quotations provided by any recognized dealer in such Swap Contracts
      (which may include a Lender or any Affiliate of a Lender).

    


    “Swing
      Line Borrowing”
means
      a
      borrowing of a Swing Line Loan pursuant to Section 2.01(c).

    


    “Swing
      Line Commitment”
means,
      with respect to the Swing Line Lender, the commitment of the Swing Line Lender
      to make Swing Line Loans, and with respect to each Lender, the commitment of
      such Lender to purchase participation interests in Swing Line
      Loans.

    


    “Swing
      Line Committed Amount”
has
      the
      meaning provided in Section 2.01(c).

    


    “Swing
      Line Lender”
means
      Bank of America in its capacity as such, together with any successor in such
      capacity.

    


    “Swing
      Line Loan”
has
      the
      meaning provided in Section 2.01(c).

    


    “Synthetic
      Lease”
means
      any synthetic lease, tax retention operating lease, off-balance sheet loan
      or
      similar off-balance sheet financing arrangement that is considered borrowed
      money indebtedness for tax purposes but is classified as an operating lease
      under GAAP.

    


    “Tenant”
means
      any Person who is a lessee with respect to any lease held by a Borrower as
      lessor or as an assignee of the lessor thereunder.

    


    “Termination
      Date”
means
      March 31, 2010.

    


    “Threshold
      Amount”
means
      (a) for any provision relating to the Borrowers as a whole, the Parent or the
      Consolidated Parties as a whole, $10,000,000, (b) for any provision relating
      to
      Delta Investors I, LLC, Delta investors II, LLC, OHI Asset, LLC and OHI Asset
      (CA), LLC as a whole, $2,500,000 and (c) for any provision relating to OHI
      Asset
      (ID), LLC, OHI Asset (LA), LLC, OHI Asset (TX), LLC and any other Borrower
      made
      a party hereto following the Closing Date, individually, $500,000.

    


    “Treasury
      Rate”
means,
      as of any date of determination, the yield reported, as of 10:00 a.m. (New
      York City time) on such date (or to the extent such date is not a Business
      Day,
      the Business Day immediately preceding such date) on the display designated
      as
      page “PX-1” of the Bloomberg Financial Markets Services Screen (or such other
      display as may replace page “PX-1” of the Bloomberg Financial Markets Services
      Screen) for actively traded U.S. Treasury securities having a ten (10) year
      maturity as of such date, or (b) if such yields are not reported as of such
      time
      or the yields reported as of such time are not ascertainable, the Treasury
      Constant Maturity Series Yields reported, for the latest day for which such
      yields have been so reported as of such day in Federal Reserve Statistical
      Release H.15(519) (or any comparable successor publication) for actively traded
      U.S. Treasury securities having a constant maturity equal to ten (10)
      years.

    


    “Type”
means,
      with respect to any Revolving Loan, its character as a Base Rate Loan or a
      Eurodollar Loan.

    


    “Unfunded
      Pension Liability”
means
      the excess of a Pension Plan’s benefit liabilities under
      Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
      assets, determined in accordance with the assumptions used for funding the
      Pension Plan pursuant to Section 412 of the Internal Revenue Code for the
      applicable plan year.

    


    “United
      States”
or
      “U.S.”
means
      the United States of America.

    


    “Unreimbursed
      Amount”
has
      the
      meaning provided in Section 2.03(c)(i).

    


    “Unrestricted
      Subsidiaries”
means
      the “Unrestricted Subsidiaries” as such term is defined from time to time in the
      Senior Note Indentures; provided,
      that to
      the extent the Senior Note Indentures are, for any reason, both terminated,
      the
      term “Unrestricted Subsidiaries” shall, for the remainder of the term of this
      Agreement, have the meaning assigned to such term in the Senior Note Indentures
      immediately prior to the termination thereof.

    


    “Unused
      Fee”
shall
      have the meaning given such term in Section 2.09(a).

    


    “Wholly
      Owned”
means,
      with respect to any direct or indirect Subsidiary of any Person, that 100%
      of
      the Capital Stock with ordinary voting power issued by such Subsidiary (other
      than directors’ qualifying shares and investments by foreign nationals mandated
      by applicable Law) is beneficially owned, directly or indirectly, by such
      Person.

    


    “2004
      Administrative Agent”
shall
      have the meaning given such terms in the Recitals of this Credit
      Agreement.

    


    “2004
      Collateral Documents”
means
      that certain collateral documentation securing the obligations of the Borrowers
      to the 2004 Facility Lenders under the 2004 Facility, such documentation to
      include, without limitation, the security agreement, UCC financing statements,
      certain assignments of leases, and certain first lien priority mortgage deeds
      of
      trust or deeds to secured debt, each dated on or about March 22, 2004 or on
      or
      about November, 2004. 

    


    “2004
      Credit Agreement”
means,
      that certain Credit Agreement dated as of March 22, 2004 among the Borrowers
      and
      Bank of America, N.A., UBS, Deutsche Bank, GECC, Merrill
      Lynch, JPMorgan, LaSalle Bank, N.A., NatCity and Bank of America as
      Administrative Agent.

    


    “2004
      Facility”
means
      collectively, the 2004 Credit Agreement and the 2004 Promissory Notes as secured
      by the 2004 Collateral Documents.

    


    “2004
      Facility Assignment Agreement”
means
      that certain Absolute Assignment of 2004 Credit Documents by 2004 Facility
      Lenders and 2004 Administrative Agent to 2006 Facility Lenders and 2006
      Administrative Agent among the 2004 Facility Lenders, the 2004 Administrative
      Agent and the Administrative Agent hereunder, on behalf of itself and the
      Lenders hereunder party to the Credit Agreement as of the Closing Date, dated
      as
      of the date hereof in the form of Exhibit
      I.

    


    “2004
      Facility Lenders”
means
      Bank
      of
      America, UBS, Deutsche Bank, GECC, Merrill
      Lynch, JP Morgan, LaSalle and NatCity.

    


    “2004
      Promissory Notes”
means
      those certain promissory notes issued by the Borrowers to certain of the 2004
      Facility Lenders.

    


    1.02 Interpretive
      Provisions.

    


    With
      reference to this Credit Agreement and each other Credit Document, unless
      otherwise provided herein or in such other Credit Document:

    


    (a) The
      meanings of defined terms are equally applicable to the singular and plural
      forms of the defined terms.

    


    (b) (i) The
      words
“herein,” “hereto,” “hereof” and “hereunder” and words of similar import when
      used in any Credit Document shall refer to such Credit Document as a whole
      and
      not to any particular provision thereof.

    


    (ii) Unless
      otherwise provided or required by context, Article, Section, Exhibit and
      Schedule references are to the Credit Document in which such reference
      appears.

    


    (iii) The
      term
“including” is by way of example and not limitation.

    


    (iv) The
      term
“documents” includes any and all instruments, documents, agreements,
      certificates, notices, reports, financial statements and other writings, however
      evidenced, whether in physical or electronic form.

    


    (c) In
      the
      computation of periods of time from a specified date to a later specified date,
      the word “from” means “from and including”; the words “to” and “until” each mean
“to but excluding”; and the word “through” means “to and
      including.”

    


    (d) Section headings
      herein and in the other Credit Documents are included for convenience of
      reference only and shall not affect the interpretation of this Credit Agreement
      or any other Credit Document.

    


    1.03 Accounting
      Terms.

    


    (a) All
      accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data (including financial ratios
      and other financial calculations) required to be submitted pursuant to this
      Credit Agreement shall be prepared in conformity with, GAAP applied on a
      consistent basis, as in effect from time to time, applied in a manner consistent
      with that used in preparing the audited financial statements for the fiscal
      year
      ended December 31, 2005, except as otherwise specifically prescribed
      herein.

    


    (b) The
      Parent will provide a written summary of material changes in GAAP or in the
      consistent application thereof with each annual and quarterly Compliance
      Certificate delivered in accordance with Section 6.02(a).
      If at
      any time any change in GAAP or in the consistent application thereof would
      affect the computation of any financial ratio or requirement set forth in any
      Credit Document, and either the Parent or the Required Lenders shall object
      in
      writing to determining compliance based on such change, then such computations
      shall continue to be made on a basis consistent with the most recent financial
      statements delivered pursuant to Section 6.01(a)
      or
(b)
      as to
      which no such objection has been made.

    


    1.04 Rounding.

    


    Any
      financial ratios required to be maintained by the Parent pursuant to this Credit
      Agreement shall be calculated by dividing the appropriate component by the
      other
      component, carrying the result to one place more than the number of places
      by
      which such ratio is expressed herein and rounding the result up or down to
      the
      nearest number (with a rounding-up if there is no nearest number).

    


    1.05 References
      to Agreements and Laws.

    


    Unless
      otherwise expressly provided herein, (a) references to Organization Documents,
      agreements (including the Credit Documents) and other contractual instruments
      shall be deemed to include all subsequent amendments, restatements, extensions,
      supplements and other modifications thereto, but only to the extent that such
      amendments, restatements, extensions, supplements and other modifications are
      not prohibited by any Credit Document; and (b) references to any Law shall
      include all statutory and regulatory provisions consolidating, amending,
      replacing, supplementing or interpreting such Law.

    


    1.06 Times
      of Day.

    


    Unless
      otherwise provided, all references herein to times of day shall be references
      to
      Eastern time (daylight or standard, as applicable).

    


    1.07 Letter
      of Credit Amounts.

    


    Unless
      otherwise provided, all references herein to the amount of a Letter of Credit
      at
      any time shall be deemed to mean the maximum face amount of such Letter of
      Credit after giving effect to all increases thereof contemplated by such Letter
      of Credit or the Letter of Credit Application therefor, whether or not such
      maximum face amount is in effect at such time.

    


    


    ARTICLE
      II

    COMMITMENTS
      AND EXTENSION OF CREDITS

    


    2.01 Commitments.

    


    Subject
      to the terms and conditions set forth herein:

    


    (a) Revolving
      Loans.
      During
      the Commitment Period, each Lender severally agrees to make revolving credit
      loans (the “Revolving
      Loans”)
      to the
      Borrower Representative on any Business Day; provided that after giving effect
      to any such Revolving Loan, (i) with regard to the Lenders collectively, the
      aggregate outstanding principal amount of Revolving Obligations shall not exceed
      the lesser of (x) TWO
      HUNDRED MILLION DOLLARS ($200,000,000),
      the
“Aggregate
      Revolving Committed Amount”)
      and
      (y) the Borrowing Base Amount for such date and (ii) with regard to each Lender
      individually, such Lender’s Revolving Commitment Percentage of Revolving
      Obligations shall not exceed its respective Revolving Committed Amount.
      Revolving Loans may consist of Base Rate Loans, Eurodollar Loans, or a
      combination thereof, as provided herein, and may be repaid and reborrowed in
      accordance with the provisions hereof.

    


    (b) Letters
      of Credit.
      During
      the Commitment Period, (i) the L/C Issuer, in reliance upon the commitments
      of
      the Lenders set forth herein, agrees (A) to issue Letters of Credit for the
      account of a Borrower on
      any
      Business Day, (B) to amend or renew Letters of Credit previously issued
      hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Lenders
      severally agree to purchase from the L/C Issuer a participation interest in
      the
      Letters of Credit issued hereunder in an amount equal to such Lender’s Revolving
      Commitment Percentage thereof; provided that (A) the aggregate principal amount
      of L/C Obligations shall not exceed an amount equal to fifteen percent (15%)
      of
      the Aggregate Revolving Committed Amount (as such amount may be adjusted in
      accordance with the provisions hereof, the “L/C
      Committed Amount”),
      (B)
      with regard to the Lenders collectively, the aggregate principal amount of
      Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving
      Committed Amount and (y) the Borrowing Base Amount for such date, and (C) with
      regard to each Lender individually, such Lender’s Revolving Commitment
      Percentage of Revolving Obligations shall not exceed its respective Revolving
      Committed Amount. Subject to the terms and conditions hereof, the Borrowers’
ability to obtain Letters of Credit shall be fully revolving, and accordingly
      the Borrowers may obtain Letters of Credit to replace Letters of Credit that
      have expired or that have been drawn upon and reimbursed. All Existing Letters
      of Credit shall be deemed to have been issued pursuant hereto, and from and
      after the Closing Date shall be subject to and governed by the terms and
      conditions hereof.

    


    (c) Swing
      Line Loans.
      During
      the Commitment Period, the Swing Line Lender agrees to make revolving credit
      loans (the “Swing
      Line Loans”)
      to the
      Borrower Representative on any Business Day; provided,
      that
      (i) the aggregate principal amount of Swing Line Loans shall not exceed an
      amount equal to fifteen percent (15%) of the Aggregate Revolving Committed
      Amount (as such amount may be adjusted in accordance with the provisions hereof,
      the “Swing
      Line Committed Amount”),
      (ii)
      with respect to the Lenders collectively, the aggregate principal amount of
      Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving
      Committed Amount and (y) the Borrowing Base Amount on such date, and (iii)
      the
      Borrowers shall not use the proceeds of any Swing Line Loan to refinance any
      outstanding Swing Line Loan. Swing Line Loans shall be comprised solely of
      Eurodollar Loans, and may be repaid and reborrowed in accordance with the
      provisions hereof. Immediately upon the making of a Swing Line Loan, each Lender
      shall be deemed to, and hereby irrevocably and unconditionally agrees to,
      purchase from the Swing Line Lender a participation interest in such Swing
      Line
      Loan in an amount equal to the product of such Lender’s Revolving Commitment
      Percentage thereof. No Swing Line Loan shall remain outstanding for longer
      than
      five (5) Business Days.

    


    (d) Increase
      in Revolving Commitments.
      Subject
      to the terms and conditions set forth herein, the Borrower Representative may,
      at any time during the period commencing as of the Closing Date and ending
      as of
      the date two (2) years following the Closing Date, upon written notice to the
      Administrative Agent, cause an increase in the Aggregate Revolving Committed
      Amount by up to ONE
      HUNDRED MILLION DOLLARS ($100,000,000)
      (to an
      aggregate amount not more than THREE
      HUNDRED MILLION DOLLARS ($300,000,000));
      provided that such increase shall be conditioned and effective upon the
      satisfaction of the following conditions:

    


    (i) the
      Borrowers shall obtain (whether through the Arranger or otherwise) commitments
      for the amount of the increase from existing Lenders or other commercial banks
      or financial institutions reasonably acceptable to the Administrative Agent,
      which other commercial banks and financial institutions shall join in this
      Credit Agreement as Lenders by a Lender Joinder Agreement substantially in
      the
      form of Exhibit F
      attached
      hereto or other arrangement reasonably acceptable to the Administrative Agent
      (it being understood that in no case shall any Lender be required to increase
      its Revolving Commitment without its written consent);

    


    (ii) any
      such
      increase shall be in a minimum aggregate principal amount of $5,000,000 and
      integral multiples of $1,000,000 in excess thereof (or the remaining amount,
      if
      less);

    


    (iii) if
      any
      Revolving Loans are outstanding at the time of any such increase, the Borrowers
      shall make such payments and adjustments on the Revolving Loans (including
      payment of any break-funding amounts owing under Section 3.05)
      as may
      be necessary to give effect to the revised commitment percentages and commitment
      amounts;

    


    (iv) the
      Borrowers shall pay to the Administrative Agent and the Arranger all fees
      required under the Administrative Agent’s Fee Letter due in connection with the
      syndication of the increase in the Revolving Committed Amount;

    


    (v) the
      Borrowers shall have executed any new or amended and restated Notes (to the
      extent requested by the Lenders) to reflect the revised commitment amounts;
      and

    


    (vi) the
      conditions to the making of a Revolving Loan set forth in Section 4.02
      shall be
      satisfied.

    


    In
      connection with any such increase in the Revolving Commitments, Schedule 2.01
      shall be
      revised to reflect the modified commitments and commitment percentages of the
      Lenders, and the Borrowers shall provide supporting corporate resolutions,
      legal
      opinions, promissory notes and other items as may be reasonably requested by
      the
      Administrative Agent and the Lenders in connection therewith. The Borrower
      Representative shall not be permitted to cause more than four (4) increases
      in
      the Aggregate Revolving Committed Amount following the Closing
      Date.

    


    2.02 Borrowings,
      Conversions and Continuations.

    


    (a) Each
      Borrowing, each conversion of Loans from one Type to the other, and each
      continuation of Eurodollar Loans shall be made upon the Borrower
      Representative’s irrevocable notice to the Administrative Agent, which may be
      given by telephone. Each such notice must be received by the Administrative
      Agent not later than 11:00 a.m. (i) with respect to Eurodollar Loans,
      three (3) Business Days prior to, or (ii) with respect to Base Rate Loans,
      on the requested date of, the requested date of any Borrowing, conversion or
      continuation. Each telephonic notice pursuant to this Section 2.02(a)
      must be
      confirmed promptly by delivery to the Administrative Agent of a written Loan
      Notice, appropriately completed and signed by a Responsible Officer of the
      Parent. Except as provided in Sections 2.03(c)
      and
2.04(c),
      each
      Borrowing, conversion or continuation shall be in a principal amount of (i)
      with
      respect to Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000 in
      excess thereof or (ii) with respect to Base Rate Loans, $500,000 or a whole
      multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic
      or
      written) shall specify (i) whether the applicable request is with respect to
      Revolving Loans, (ii) whether such request is for a Borrowing, conversion,
      or
      continuation, (ii) the requested date of such Borrowing, conversion or
      continuation (which shall be a Business Day), (iii) the principal amount of
      Loans to be borrowed, converted or continued, (iv) the Type of Loans to be
      borrowed, converted or continued, and (v) if applicable, the duration of the
      Interest Period with respect thereto. If the Borrower Representative fails
      to
      specify a Type of Loan in a Loan Notice or if the Borrower Representative fails
      to give a timely notice requesting a conversion or continuation, then the
      applicable Loans shall be made as, or converted to, Base Rate Loans. Any
      automatic conversion to Base Rate Loans shall be effective as of the last day
      of
      the Interest Period then in effect with respect to the applicable Eurodollar
      Loans. If the Borrower Representative requests a Borrowing of, conversion to,
      or
      continuation of Eurodollar Loans in any Loan Notice, but fails to specify an
      Interest Period, the Interest Period will be deemed to be one
      month.

    


    (b) Following
      receipt of a Loan Notice, the Administrative Agent shall promptly notify each
      Lender of the amount of its Commitment Percentage of the applicable Loans,
      and
      if no timely notice of a conversion or continuation is provided by the Borrower
      Representative, the Administrative Agent shall notify each Lender of the details
      of any automatic conversion to Base Rate Loans described in the preceding
      subsection. In the case of a Borrowing, each Lender shall make the amount of
      its
      Loan available to the Administrative Agent in immediately available funds at
      the
      Administrative Agent’s Office not later than 2:00 p.m. on the Business Day
      specified in the applicable Loan Notice. Upon satisfaction of the applicable
      conditions set forth in Section 4.02
      (and, if
      such Borrowing is the initial Extension of Credit, Section 4.01),
      the
      Administrative Agent shall make all funds so received available to the party
      referenced in the applicable Loan Notice in like funds as received by the
      Administrative Agent either by (i) crediting the account of the applicable
      party
      on the books of the Administrative Agent with the amount of such funds or (ii)
      wire transfer of such funds, in each case in accordance with instructions
      provided to (and reasonably acceptable to) the Administrative Agent by the
      Borrower Representative; provided, however, that if, on the date the Loan Notice
      with respect to such Borrowing is given by the Borrower Representative, there
      are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such
      Borrowing shall be applied, first, to the payment in full of any such L/C
      Borrowings, second, to the payment in full of any such Swing Line Loans, and
      third, to the party identified in the applicable Loan Notice as provided
      above.

    


    (c) Except
      as
      otherwise provided herein, without the consent of the Required Lenders, (i)
      a
      Eurodollar Loan may be continued or converted only on the last day of an
      Interest Period for such Eurodollar Loan and (ii) any conversion into, or
      continuation as, a Eurodollar Loan may be made only if the conditions to
      Extension of Credits in Section 4.02
      have
      been satisfied. During the existence of a Default or Event of Default, (i)
      no
      Loan may be requested as, converted to or continued as a Eurodollar Loan and
      (ii) at the request of the Required Lenders, any outstanding Eurodollar Loan
      shall be converted immediately to a Base Rate Loan.

    


    (d) The
      Administrative Agent shall promptly notify the Borrower Representative and
      the
      Lenders of the interest rate applicable to any Interest Period for Eurodollar
      Loans upon determination of such interest rate. The determination of the
      Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
      of manifest error. At any time that Base Rate Loans are outstanding, the
      Administrative Agent shall notify the Borrower Representative and the Lenders
      of
      any change in Bank of America’s prime rate used in determining the Base Rate
      promptly following the public announcement of such change.

    


    (e) After
      giving effect to all Borrowings, all conversions of Loans from one Type to
      the
      other, and all continuations of Loans as the same Type, there shall not be
      more
      than five (5) Interest Periods in effect with respect to
      Loans.

    


    2.03 Additional
      Provisions with respect to Letters of Credit.

    


    (a) Obligation
      to Issue or Amend.

    


    (i) The
      L/C
      Issuer shall not issue any Letter of Credit if:

    


    (A) the
      issuance of such Letter of Credit would violate one or more policies of the
      L/C
      Issuer; or

    


    (B) such
      Letter of Credit is in an initial amount less than $50,000, is to be denominated
      in a currency other than Dollars or is not a standby letter of
      credit.

    


    (ii) The
      L/C
      Issuer shall be under no obligation to issue any Letter of Credit
      if:

    


    (A) any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      by
      its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
      of Credit, or any Law applicable to the L/C Issuer or any request or directive
      (whether or not having the force of law) from any Governmental Authority with
      jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
      refrain from, the issuance of letters of credit generally or such Letter of
      Credit in particular or shall impose upon the L/C Issuer with respect to such
      Letter of Credit any restriction, reserve or capital requirement (for which
      the
      L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
      Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
      that was not applicable on the Closing Date and that the L/C Issuer in good
      faith deems material to it;

    


    (B) the
      expiry date of such requested Letter of Credit would occur more than twelve
      (12)
      months after the date of issuance or last renewal, unless the Required Lenders
      have approved such expiry date;

    


    (C) the
      expiry date of such requested Letter of Credit would occur after the Letter
      of
      Credit Expiration Date, unless all the Lenders have approved such expiry
      date;

    


    (D) one
      or
      more applicable conditions contained in Section 4.02
      shall
      not then be satisfied and the L/C Issuer shall have received written notice
      thereof from any Lender or any Credit Party at least one Business Day prior
      to
      the requested date of issuance of such Letter of Credit;

    


    (E) a
      default
      of any Lender’s obligations to fund under Section 2.03(c)
      exists
      or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
      Issuer has entered into satisfactory arrangements with the Borrower or such
      Lender to eliminate the L/C Issuer’s risk with respect to such Lender;
      or

    


    (F) the
      Revolving Commitments have been terminated pursuant to Article
      VIII.

    


    (iii) The
      L/C
      Issuer shall be under no obligation to amend any Letter of Credit
      if:

    


    (A) the
      L/C
      Issuer would have no obligation at such time to issue such Letter of Credit
      in
      its amended form under the terms hereof; or

    


    (B) the
      beneficiary of such Letter of Credit does not accept the proposed amendment
      to
      such Letter of Credit.

    


    (iv) The
      L/C
      Issuer shall not amend any Letter of Credit if:

    


    (A) one
      or
      more applicable conditions contained in Section 4.02
      shall
      not then be satisfied and the L/C Issuer shall have received written notice
      thereof from any Lender or any Credit Party at least one Business Day prior
      to
      the requested date of amendment of such Letter of Credit; or

    


    (B) the
      Revolving Commitments have been terminated pursuant to Article
      VIII.

    


    (b) Procedures
      for Issuance and Amendment.

    


    (i) Each
      Letter of Credit shall be issued or amended, as the case may be, upon the
      request of the Borrower Representative delivered to the L/C Issuer (with a
      copy
      to the Administrative Agent) in the form of a Letter of Credit Application,
      appropriately completed and signed by a Responsible Officer of the Parent.
      Such
      Letter of Credit Application must be received by the L/C Issuer and the
      Administrative Agent not later than 11:00 a.m. at least two (2)
      Business Days (or such later date and time as the L/C Issuer may agree in a
      particular instance in its sole discretion) prior to the proposed issuance
      date
      or date of amendment, as the case may be. In the case of a request for an
      initial issuance of a Letter of Credit, such Letter of Credit Application shall
      specify in form and detail satisfactory to the L/C Issuer: (A) the proposed
      issuance date of the requested Letter of Credit (which shall be a Business
      Day);
      (B) the amount thereof; (C) the expiry date thereof; (D) the name and address
      of
      the beneficiary thereof; (E) the documents to be presented by such beneficiary
      in case of any drawing thereunder; (F) the full text of any certificate to
      be
      presented by such beneficiary in case of any drawing thereunder; and (G) such
      other matters as the L/C Issuer may require. In the case of a request for an
      amendment of any outstanding Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter
      of Credit to be amended; (B) the proposed date of amendment thereof (which
      shall
      be a Business Day); (C) the nature of the proposed amendment; and (D) such
      other
      matters as the L/C Issuer may require.

    


    (ii) Promptly
      after receipt of any Letter of Credit Application, the L/C Issuer will confirm
      with the Administrative Agent (by telephone or in writing) that the
      Administrative Agent has received a copy of such Letter of Credit Application
      from the Borrower Representative and, if not, the L/C Issuer will provide the
      Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of
      confirmation from the Administrative Agent that the requested issuance or
      amendment is permitted in accordance with the terms hereof, then, subject to
      the
      terms and conditions hereof, the L/C Issuer shall, on the requested date, issue
      a Letter of Credit for the account of the applicable Person or enter into the
      applicable amendment, as the case may be, in each case in accordance with the
      L/C Issuer’s usual and customary business practices. Immediately upon the
      issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
      irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
      participation in such Letter of Credit in an amount equal to the product of
      such
      Lender’s Revolving Commitment Percentage of such Letter of Credit.

    


    (iii) Promptly
      after its delivery of any Letter of Credit or any amendment to a Letter of
      Credit to an advising bank with respect thereto or to the beneficiary thereof,
      the L/C Issuer will also deliver to the Borrower Representative and the
      Administrative Agent a true and complete copy of such Letter of Credit or
      amendment.

    


    (c) Drawings
      and Reimbursements; Funding of Participations.

    


    (i) Upon
      any
      drawing under any Letter of Credit, the L/C Issuer shall notify the Borrower
      Representative and the Administrative Agent thereof. Not later than
      11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an “Honor
      Date”),
      the
      Borrower Representative shall reimburse the L/C Issuer through the
      Administrative Agent in an amount equal to the amount of such drawing. If the
      Borrower Representative fails to so reimburse the L/C Issuer by such time,
      the
      Administrative Agent shall promptly notify each Lender of the Honor Date, the
      amount of the unreimbursed drawing (the “Unreimbursed
      Amount”),
      and
      the amount of such Lender’s Revolving Commitment Percentage thereof. In such
      event, the Borrower Representative shall be deemed to have requested a Borrowing
      of Base Rate Loans to be disbursed on the Honor Date in an amount equal to
      the
      Unreimbursed Amount, without regard to the minimum and multiples specified
      in
Section 2.02
      for the
      principal amount of Base Rate Loans, the amount of the unutilized portion of
      the
      Aggregate Revolving Commitments or the conditions set forth in Section 4.02.
      Any
      notice given by the L/C Issuer or the Administrative Agent pursuant to this
      Section 2.03(c)(i)
      may be
      given by telephone if immediately confirmed in writing; provided that the lack
      of such an immediate confirmation shall not affect the conclusiveness or binding
      effect of such notice.

    


    (ii) Each
      Lender (including the Lender acting as L/C Issuer) shall upon any notice
      pursuant to Section 2.03(c)(i)
      make
      funds available to the Administrative Agent for the account of the L/C Issuer
      at
      the Administrative Agent’s Office in an amount equal to its Revolving Commitment
      Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the
      Business Day specified in such notice by the Administrative Agent, whereupon,
      subject to the provisions of Section 2.03(c)(iii),
      each
      Lender that so makes funds available shall be deemed to have made a Revolving
      Loan that is a Base Rate Loan to the Borrower Representative in such amount.
      The
      Administrative Agent shall remit the funds so received to the L/C
      Issuer.

    


    (iii) With
      respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
      of Base Rate Loans for any reason, the Borrower Representative shall be deemed
      to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
      Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
      due
      and payable on demand (together with interest) and shall bear interest at the
      Default Rate. In such event, each Lender’s payment to the Administrative Agent
      for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
      shall be
      deemed payment in respect of its participation in such L/C Borrowing and shall
      constitute an L/C Advance from such Lender in satisfaction of its participation
      obligation under this Section 2.03.

    


    (iv) Until
      each Lender funds its Revolving Loan or L/C Advance pursuant to this
Section 2.03(c)
      to
      reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
      interest in respect of such Lender’s Revolving Commitment Percentage of such
      amount shall be solely for the account of the L/C Issuer.

    


    (v) Each
      Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C
      Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section 2.03(c),
      shall
      be absolute and unconditional and shall not be affected by any circumstance,
      including (A) any set-off, counterclaim, recoupment, defense or other right
      that
      such Lender may have against the L/C Issuer, the Borrowers or any other Person
      for any reason whatsoever; (B) the occurrence or continuance of a Default or
      Event of Default, (C) non-compliance with the conditions set forth in
Section 4.02,
      or (D)
      any other occurrence, event or condition, whether or not similar to any of
      the
      foregoing. No such making of an L/C Advance shall relieve or otherwise impair
      the obligation of the Borrowers to reimburse the L/C Issuer for the amount
      of
      any payment made by the L/C Issuer under any Letter of Credit, together with
      interest as provided herein.

    


    (vi) If
      any
      Lender fails to make available to the Administrative Agent for the account
      of
      the L/C Issuer any amount required to be paid by such Lender pursuant to the
      foregoing provisions of this Section 2.03(c)
      by the
      time specified in Section 2.03(c)(ii),
      the L/C
      Issuer shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for the
      period from the date such payment is required to the date on which such payment
      is immediately available to the L/C Issuer at a rate per annum equal to the
      Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer
      submitted to any Lender (through the Administrative Agent) with respect to
      any
      amounts owing under this clause (vi) shall be conclusive absent manifest
      error.

    


    (d) Repayment
      of Participations.

    


    (i) At
      any
      time after the L/C Issuer has made a payment under any Letter of Credit and
      has
      received from any Lender such Lender’s L/C Advance in respect of such payment in
      accordance with Section 2.03(c),
      if the
      Administrative Agent receives for the account of the L/C Issuer any payment
      in
      respect of the related Unreimbursed Amount or interest thereon (whether directly
      from a Credit Party or otherwise, including proceeds of Cash Collateral applied
      thereto by the Administrative Agent), the Administrative Agent will distribute
      to such Lender its Revolving Commitment Percentage thereof (appropriately
      adjusted, in the case of interest payments, to reflect the period of time during
      which such Lender’s L/C Advance was outstanding) in the same funds as those
      received by the Administrative Agent.

    


    (ii) If
      any
      payment received by the Administrative Agent for the account of the L/C Issuer
      pursuant to Section 2.03(c)(i)
      is
      required to be returned under any of the circumstances described in Section 10.06
      (including pursuant to any settlement entered into by the L/C Issuer in its
      discretion), each Lender shall pay to the Administrative Agent for the account
      of the L/C Issuer its Revolving Commitment Percentage thereof on demand of
      the
      Administrative Agent, plus interest thereon from the date of such demand to
      the
      date such amount is returned by such Lender, at a rate per annum equal to the
      Federal Funds Rate from time to time in effect.

    


    (e) Obligations
      Absolute. The obligations of the Borrowers to reimburse the L/C Issuer for
      each
      drawing under each Letter of Credit and to repay each L/C Borrowing shall be
      absolute, unconditional and irrevocable, and shall be paid strictly in
      accordance with the terms of this Credit Agreement under all circumstances,
      including the following:

    


    (i) any
      lack
      of validity or enforceability of such Letter of Credit, this Credit Agreement,
      any other Credit Document or any other agreement or instrument relating
      thereto;

    


    (ii) the
      existence of any claim, counterclaim, set-off, defense or other right that
      the
      Borrowers may have at any time against any beneficiary or any transferee of
      such
      Letter of Credit (or any Person for whom any such beneficiary or any such
      transferee may be acting), the L/C Issuer or any other Person, whether in
      connection with this Credit Agreement, the transactions contemplated hereby
      or
      by such Letter of Credit or any agreement or instrument relating thereto, or
      any
      unrelated transaction;

    


    (iii) any
      draft, demand, certificate or other document presented under such Letter of
      Credit proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect; or any
      loss
      or delay in the transmission or otherwise of any document required in order
      to
      make a drawing under such Letter of Credit;

    


    (iv) any
      payment by the L/C Issuer under such Letter of Credit against presentation
      of a
      draft or certificate that does not strictly comply with the terms of such Letter
      of Credit; or any payment made by the L/C Issuer under such Letter of Credit
      to
      any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
      assignee for the benefit of creditors, liquidator, receiver or other
      representative of or successor to any beneficiary or any transferee of such
      Letter of Credit, including any arising in connection with any proceeding under
      any Debtor Relief Law; or

    


    (v) any
      other
      circumstance or happening whatsoever, whether or not similar to any of the
      foregoing, including any other circumstance that might otherwise constitute
      a
      defense available to, or a discharge of, the Borrowers.

    


    The
      Borrower Representative shall promptly examine a copy of each Letter of Credit
      and each amendment thereto that is delivered to it and, in the event of any
      claim of noncompliance with the Borrower Representative’s instructions or other
      irregularity, the Borrower Representative will immediately notify the L/C
      Issuer. The Borrowers shall be conclusively deemed to have waived any such
      claim
      against the L/C Issuer and its correspondents unless such notice is given as
      aforesaid.

    


    (f) Role
      of
      L/C Issuer. Each Revolving Lender and each Borrower agree that, in paying any
      drawing under a Letter of Credit, the L/C Issuer shall not have any
      responsibility to obtain any document (other than any sight draft, certificates
      and documents expressly required by the Letter of Credit) or to ascertain or
      inquire as to the validity or accuracy of any such document or the authority
      of
      the Person executing or delivering any such document. None of the L/C Issuer,
      any Agent-Related Person nor any of the correspondents, participants or
      assignees of the L/C Issuer shall be liable to any Revolving Lender for (i)
      any
      action taken or omitted in connection herewith at the request or with the
      approval of the Lenders or the Required Lenders, as applicable; (ii) any action
      taken or omitted in the absence of gross negligence or willful misconduct;
      or
      (iii) the due execution, effectiveness, validity or enforceability of any
      document or instrument related to any Letter of Credit or Letter of Credit
      Application. The Borrowers hereby assume all risks of the acts or omissions
      of
      any beneficiary or transferee with respect to its use of any Letter of Credit;
      provided, however, that this assumption is not intended to, and shall not,
      preclude a Borrower’s pursuing such rights and remedies as it may have against
      the beneficiary or transferee at law or under any other agreement. None of
      the
      L/C Issuer, any Agent-Related Person, nor any of the respective correspondents,
      participants or assignees of the L/C Issuer, shall be liable or responsible
      for
      any of the matters described in clauses (i) through (v) of Section 2.03(e);
      provided, however, that anything in such clauses to the contrary
      notwithstanding, the Borrowers may have a claim against the L/C Issuer, and
      the
      L/C Issuer may be liable to the Borrowers, to the extent, but only to the
      extent, of any direct, as opposed to consequential or exemplary, damages
      suffered by the Borrowers which the Borrowers prove were caused by the L/C
      Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful
      failure to pay under any Letter of Credit after the presentation to it by the
      beneficiary of a sight draft and certificate(s) strictly complying with the
      terms and conditions of a Letter of Credit. In furtherance and not in limitation
      of the foregoing, the L/C Issuer may accept documents that appear on their
      face
      to be in order, without responsibility for further investigation, regardless
      of
      any notice or information to the contrary, and the L/C Issuer shall not be
      responsible for the validity or sufficiency of any instrument transferring
      or
      assigning or purporting to transfer or assign a Letter of Credit or the rights
      or benefits thereunder or proceeds thereof, in whole or in part, which may
      prove
      to be invalid or ineffective for any reason.

    


    (g) Cash
      Collateral. Upon the request of the Administrative Agent or the Required
      Lenders, (i) if the L/C Issuer has honored any full or partial drawing request
      under any Letter of Credit and such drawing has resulted in an L/C Borrowing,
      or
      (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may
      for any reason remain outstanding and partially or wholly undrawn, the Borrower
      Representative shall immediately Cash Collateralize the then Outstanding Amount
      of all L/C Obligations (in an amount equal to such Outstanding Amount determined
      as of the date of such L/C Borrowing or the Letter of Credit Expiration Date,
      as
      the case may be). For purposes hereof, “Cash
      Collateralize”
means
      to pledge and deposit with or deliver to the Administrative Agent, for the
      benefit of the L/C Issuer and the Revolving Lenders, as collateral for the
      L/C
      Obligations, cash or deposit account balances pursuant to documentation in
      form
      and substance satisfactory to the Administrative Agent and the L/C Issuer (which
      documents are hereby consented to by the Revolving Lenders). Derivatives of
      such
      term have corresponding meanings. Each Borrower hereby grants to the
      Administrative Agent, for the benefit of the L/C Issuer and the Revolving
      Lenders, a security interest in all such cash, deposit accounts and all balances
      therein and all proceeds of the foregoing. Cash collateral shall be maintained
      in blocked, non-interest bearing deposit accounts with the Administrative
      Agent.

    


    (h) Applicability
      of ISP98 and UCP. Unless otherwise expressly agreed by the L/C Issuer and the
      Borrower Representative when a Letter of Credit is issued, the rules of the
      “International Standby Practices 1998” published by the Institute of
      International Banking Law & Practice (or such later version thereof as may
      be in effect at the time of issuance) shall apply to each Letter of
      Credit.

    


    (i) Letter
      of
      Credit Fees. The Borrowers shall pay Letter of Credit fees as set forth in
      Section 2.09.

    


    (j) Conflict
      with Letter of Credit Application. In the event of any conflict between the
      terms hereof and the terms of any Letter of Credit Application, the terms hereof
      shall control.

    


    2.04 Additional
      Provisions with respect to Swing Line Loans.

    


    (a) Borrowing
      Procedures.
      Each
      Swing Line Borrowing shall be made upon the Borrower Representative’s
      irrevocable notice to the Swing Line Lender and the Administrative Agent, which
      may be given by telephone. Each such notice must be received by the Swing Line
      Lender and the Administrative Agent not later than 1:00 p.m. on the
      requested borrowing date, and shall specify (i) the amount to be borrowed,
      which
      shall be a minimum of $100,000, and (ii) the requested borrowing date, which
      shall be a Business Day. Each such telephonic notice must be confirmed promptly
      by delivery to the Swing Line Lender and the Administrative Agent of a written
      Loan Notice, appropriately completed and signed by a Responsible Officer of
      the
      Parent. Promptly after receipt by the Swing Line Lender of any telephonic Loan
      Notice, the Swing Line Lender will confirm with the Administrative Agent (by
      telephone or in writing) that the Administrative Agent has also received such
      Loan Notice and, if not, the Swing Line Lender will notify the Administrative
      Agent (by telephone or in writing) of the contents thereof. Unless the Swing
      Line Lender has received notice (by telephone or in writing) from the
      Administrative Agent (including at the request of any Lender) prior to
      2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing
      the Swing Line Lender not to make such Swing Line Loan as a result of the
      limitations set forth in this Article II, or (B) that one or more of the
      applicable conditions specified in Section 4.02
      is not
      then satisfied, then, subject to the terms and conditions hereof, the Swing
      Line
      Lender will, not later than 3:00 p.m. on the borrowing date specified in
      such Loan Notice, make the amount of its Swing Line Loan available to the
      Borrower Representative by crediting the account of the Borrower Representative
      on the books of the Swing Line Lender in immediately available
      funds.

    


    (b) Refinancing.

    


    (i) The
      Swing
      Line Lender at any time in its sole and absolute discretion may request, on
      behalf of the Borrowers (which hereby irrevocably authorizes the Swing Line
      Lender to so request on its behalf), that each Lender make a Revolving Loan
      that
      is a Base Rate Loan in an amount equal to such Lender’s Revolving Commitment
      Percentage of Swing Line Loans then outstanding. Such request shall be made
      in
      writing (which written request shall be deemed to be a Loan Notice for purposes
      hereof) and in accordance with the requirements of Section 2.02,
      without
      regard to the minimum and multiples specified therein for the principal amount
      of Base Rate Loans, the unutilized portion of the Aggregate Commitments or
      the
      conditions set forth in Section 4.02.
      The
      Swing Line Lender shall furnish the Borrower Representative with a copy of
      the
      applicable Loan Notice promptly after delivering such notice to the
      Administrative Agent. Each Lender shall make an amount equal to its Revolving
      Commitment Percentage of the amount specified in such Loan Notice available
      to
      the Administrative Agent in immediately available funds for the account of
      the
      Swing Line Lender at the Administrative Agent’s Office not later than
      2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to
Section 2.04(c)(ii),
      each
      Lender that so makes funds available shall be deemed to have made a Revolving
      Loan that is a Base Rate Loan to the Borrowers in such amount. The
      Administrative Agent shall remit the funds so received to the Swing Line
      Lender.

    


    (ii) If
      for
      any reason any Swing Line Loan cannot be refinanced by such a Borrowing of
      Revolving Loans in accordance with Section 2.04(c)(i),
      the
      request for Revolving Loans submitted by the Swing Line Lender as set forth
      herein shall be deemed to be a request by the Swing Line Lender that each of
      the
      Lenders fund its risk participation in the relevant Swing Line Loan and each
      Lender’s payment to the Administrative Agent for the account of the Swing Line
      Lender pursuant to Section 2.04(c)(i)
      shall be
      deemed payment in respect of such participation.

    


    (iii) If
      any
      Lender fails to make available to the Administrative Agent for the account
      of
      the Swing Line Lender any amount required to be paid by such Lender pursuant
      to
      the foregoing provisions of this Section 2.04(c)
      by the
      time specified in Section 2.04(c)(i),
      the
      Swing Line Lender shall be entitled to recover from such Lender (acting through
      the Administrative Agent), on demand, such amount with interest thereon for
      the
      period from the date such payment is required to the date on which such payment
      is immediately available to the Swing Line Lender at a rate per annum equal
      to
      the Federal Funds Rate from time to time in effect. A certificate of the Swing
      Line Lender submitted to any Lender (through the Administrative Agent) with
      respect to any amounts owing under this clause (iii) shall be conclusive
      absent manifest error.

    


    (iv) Each
      Lender’s obligation to make Revolving Loans or to purchase and fund risk
      participations in Swing Line Loans pursuant to this Section 2.04(c)
      shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (A) any set-off, counterclaim, recoupment, defense or other right
      that
      such Lender may have against the Swing Line Lender, the Borrowers or any other
      Person for any reason whatsoever, (B) the occurrence or continuance of a Default
      or Event of Default, (C) non-compliance with the conditions set forth in
Section 4.02,
      or (D)
      any other occurrence, event or condition, whether or not similar to any of
      the
      foregoing. No such purchase or funding of risk participations shall relieve
      or
      otherwise impair the obligation of the Borrowers to repay Swing Line Loans,
      together with interest as provided herein.

    


    (c) Repayment
      of Participations.

    


    (i) At
      any
      time after any Lender has purchased and funded a risk participation in a Swing
      Line Loan, if the Swing Line Lender receives any payment on account of such
      Swing Line Loan, the Swing Line Lender will distribute to such Lender its
      Revolving Commitment Percentage of such payment (appropriately adjusted, in
      the
      case of interest payments, to reflect the period of time during which such
      Lender’s risk participation was funded) in the same funds as those received by
      the Swing Line Lender.

    


    (ii) If
      any
      payment received by the Swing Line Lender in respect of principal or interest
      on
      any Swing Line Loan is required to be returned by the Swing Line Lender under
      any of the circumstances described in Section 9.06 (including pursuant to
      any settlement entered into by the Swing Line Lender in its discretion), each
      Lender shall pay to the Swing Line Lender its Revolving Commitment Percentage
      thereof on demand of the Administrative Agent, plus interest thereon from the
      date of such demand to the date such amount is returned, at a rate per annum
      equal to the Federal Funds Rate. The Administrative Agent will make such demand
      upon the request of the Swing Line Lender.

    


    (d) Interest
      for Account of Swing Line Lender. The Swing Line Lender shall be responsible
      for
      invoicing the Borrowers (by delivery of an invoice or other notice to the
      Borrower Representative) for interest on the Swing Line Loans. Until each Lender
      funds its Revolving Loan or risk participation pursuant to this Section 2.04
      to
      refinance such Lender’s Revolving Commitment Percentage of any Swing Line Loan,
      interest in respect thereof shall be solely for the account of the Swing Line
      Lender.

    


    (e) Payments
      Directly to Swing Line Lender. The Borrower Representative shall make all
      payments of principal and interest in respect of the Swing Line Loans directly
      to the Swing Line Lender.

    


    2.05 Repayment
      of Loans.

    


    (a) Revolving
      Loans.
      The
      Borrowers shall repay to the Lenders on the Termination Date the aggregate
      principal amount of Revolving Loans outstanding on such date.

    


    (b) Swing
      Line Loans.
      The
      Borrowers shall repay each Swing Line Loan on the earliest to occur of (i)
      the
      date five (5) Business Days after such Loan is made and (ii) the
      Termination Date.

    


    2.06 Prepayments.

    


    (a) Voluntary
      Prepayments.
      The
      Loans may be repaid in whole or in part without premium or penalty (except,
      in
      the case of Loans other than Base Rate Loans, amounts payable pursuant to
Section 3.05);
      provided that (i) notice thereof must be received by 11:00 a.m. by the
      Administrative Agent (A) at least three (3) Business Days prior to the date
      of prepayment of Eurodollar Loans, and (B) on the Business Day prior to the
      date
      of prepayment of Base Rate Loans, and (ii) any such prepayment shall be in
      a
      minimum principal amount of $1,000,000 and integral multiples of $1,000,000
      in
      excess thereof, in the case of Eurodollar Loans, and a minimum principal amount
      of $500,000 and integral multiples of $100,000 in excess thereof, in the case
      of
      Base Rate Loans, or, in each case, the entire principal amount thereof, if
      less.
      Each such notice of voluntary repayment hereunder shall be irrevocable and
      shall
      specify the date and amount of prepayment and the Loans and Types of Loans
      which
      are to be prepaid. The Administrative Agent will give prompt notice to the
      applicable Lenders of any prepayment on the Loans and the Lender’s interest
      therein. Prepayments of Eurodollar Loans hereunder shall be accompanied by
      accrued interest thereon and breakage amounts, if any, under Section 3.05.

    


    (b) Mandatory
      Prepayments.
      If at
      any time (A) the aggregate principal amount of Revolving Obligations shall
      exceed the lesser of (x) the Aggregate Revolving Committed Amount and (y) the
      Borrowing Base Amount for such date, (B) the aggregate principal amount of
      L/C
      Obligations shall exceed the L/C Committed Amount, (C) the aggregate principal
      amount of Swing Line Loans shall exceed the Swing Line Committed Amount,
      immediate prepayment will be made on the Revolving Loans and/or to provide
      Cash
      Collateral to the L/C Obligations in an amount equal to such excess; provided,
      however, that Cash Collateral will not be provided to the L/C Obligations
      hereunder until the Revolving Loans and Swing Line Loans have been paid in
      full.

    


    (c) Application.
      Within
      each Loan, prepayments will be applied first to Base Rate Loans, then to
      Eurodollar Loans in direct order of Interest Period maturities. In
      addition:

    


    (i) Voluntary
      Prepayments.
      Voluntary prepayments shall be applied as specified by the Borrowers. Voluntary
      prepayments on the Revolving Obligations will be paid by the Administrative
      Agent to the Lenders ratably in accordance with their respective interests
      therein.

    


    (ii) Mandatory
      Prepayments.
      Mandatory prepayments on the Revolving Obligations will be paid by the
      Administrative Agent to the Lenders ratably in accordance with their respective
      interests therein; provided that mandatory prepayments in respect of the
      Revolving Commitments under subsection (b)(i) above shall be applied to the
      respective Revolving Obligations as appropriate.

    


    2.07 Termination
      or Reduction of Commitments.

    


    The
      Commitments hereunder may be permanently reduced in whole or in part by notice
      from the Borrower Representative to the Administrative Agent; provided that
      (i)
      any such notice thereof must be received by 11:00 a.m. at least
      five (5) Business Days prior to the date of reduction or termination and
      any such prepayment shall be in a minimum principal amount of $5,000,000 and
      integral multiples of $1,000,000 in excess thereof; and (ii) the Commitments
      may
      not be reduced to an amount less than the Revolving Obligations then
      outstanding. The Administrative Agent will give prompt notice to the Lenders
      of
      any such reduction in Commitments. Any reduction of the Aggregate Commitments
      shall be applied to the Commitment of each Lender according to its Commitment
      Percentage thereof. All commitment or other fees accrued until the effective
      date of any termination of the Aggregate Commitments shall be paid on the
      effective date of such termination.

    


    2.08 Interest.

    


    (a) Subject
      to the provisions of subsection (b) below, (i) each Eurodollar Loan (other
      than Swing Line Loans) shall bear interest on the outstanding principal amount
      thereof for each Interest Period at a rate per annum equal to the Eurodollar
      Rate for such Interest Period plus the Applicable Percentage; (ii) each Loan
      that is a Base Rate Loan shall bear interest on the outstanding principal amount
      thereof from the applicable borrowing date at a rate per annum equal to the
      Base
      Rate plus the Applicable Percentage; and (iii) each Swing Line Loan shall bear
      interest on the outstanding principal amount thereof from the applicable
      borrowing date at a rate per annum equal to the Daily Floating Eurodollar Rate
      plus the Applicable Percentage.

    


    (b) If
      any
      amount payable by the Borrowers under any Credit Document is not paid when
      due
      (without regard to any applicable grace periods), whether at stated maturity,
      by
      acceleration or otherwise, such amount shall thereafter bear interest at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to
      the fullest extent permitted by applicable Law. Furthermore, upon the written
      request of the Required Lenders, while any Event of Default exists, the
      Borrowers shall pay interest on the principal amount of all outstanding
      Obligations hereunder at a fluctuating interest rate per annum at all times
      equal to the Default Rate to the fullest extent permitted by applicable Law.
      Accrued and unpaid interest on past due amounts (including interest on past
      due
      interest) shall be due and payable upon demand.

    


    (c) Interest
      on each Loan shall be due and payable in arrears on each Interest Payment Date
      applicable thereto and at such other times as may be specified herein. Interest
      hereunder shall be due and payable in accordance with the terms hereof before
      and after judgment, and before and after the commencement of any proceeding
      under any Debtor Relief Law.

    


    2.09 Fees.

    


    (a) Unused
      Fee.
      From
      and after the Closing Date, the Borrowers agree to pay the Administrative Agent
      for the ratable benefit of the Lenders an unused fee (the “Unused
      Fee”)
      for
      each calendar quarter (or portion thereof) in an amount equal to the sum of
      the
      Daily Unused Fees incurred during such period. The Unused Fee shall accrue
      at
      all times during the Commitment Period (and thereafter so long as Revolving
      Obligations shall remain outstanding), including periods during which the
      conditions to Extensions of Credit in Section 4.02
      may not
      be met, and shall be payable quarterly in arrears on the last day of each March,
      June, September and December, commencing with the first such date to occur
      after the Closing Date, and on the Termination Date (and, if applicable,
      thereafter on demand). The Administrative Agent shall distribute the Unused
      Fee
      to the Lenders pro rata in accordance with the respective Revolving Commitments
      of the Lenders.

    


    (b) Upfront
      and Other Fees.
      The
      Borrowers agree to pay to the Administrative Agent for the benefit of the
      Lenders the upfront and other fees provided in the Administrative Agent’s Fee
      Letter.

    


    (c) Letter
      of Credit Fees.

    


    (i) Letter
      of
      Credit Fee. In consideration of the L/C Commitment hereunder, the Borrowers
      agree to pay to the Administrative Agent for the ratable benefit of the Lenders
      an annual fee (the “Letter
      of Credit Fee”)
      with
      respect to each Letter of Credit issued hereunder equal to (A) the Applicable
      Percentage per annum multiplied by (B) the average daily maximum amount
      available to be drawn under such Letter of Credit (whether or not such maximum
      amount is then in effect under such Letters of Credit) from the date of issuance
      to the date of expiration. The Letter of Credit Fee shall be computed on a
      quarterly basis in arrears and shall be payable quarterly in arrears on the
      first Business Day after the end of each March, June, September and
      December, commencing on the first such date to occur after the Closing Date,
      and
      on the Letter of Credit Expiration Date (and, if applicable, thereafter on
      demand).

    


    (ii) L/C
      Issuer Fees. In addition to the Letter of Credit Fee, the Borrowers agree to
      pay
      to the L/C Issuer for its own account without sharing by the other Lenders
      (A)
      concurrently with the issuance of each such Letter of Credit, a fronting and
      negotiation fee of one eighth of one percent (0.125%) per annum on the
      maximum amount available to be drawn under Letters of Credit issued by it from
      the date of issuance to the date of expiration, and (B) upon the issuance,
      amendment, transfer and/or conversion of any Letters of Credit or any other
      action or circumstance requiring administrative action on the part of the L/C
      Issuer with respect thereto, customary charges of the L/C Issuer with respect
      thereto (collectively, the “L/C
      Issuer Fees”).

    


    (d) Administrative
      Agent’s Fees. The Borrowers agree to pay the Administrative Agent such fees as
      provided in the Administrative Agent’s Fee Letter or as may be otherwise agreed
      by the Administrative Agent and the Borrowers from time to time.

    


    (e) Other
      Fees.

    


    (i) The
      Borrowers shall pay to the Arranger and the Administrative Agent for their
      own
      respective accounts fees in the amounts and at the times specified in the
      Administrative Agent’s Fee Letter. Such fees shall be fully earned when paid and
      shall not be refundable for any reason whatsoever.

    


    (ii) The
      Borrowers shall pay to the Lenders such fees as shall have been separately
      agreed upon in writing in the amounts and at the times so specified. Such fees
      shall be fully earned when paid and shall not be refundable for any reason
      whatsoever.

    


    2.10 Computation
      of Interest and Fees.

    


    All
      computations of interest for Base Rate Loans when the Base Rate is determined
      by
      Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
      366 days, as the case may be, and actual days elapsed. All other computations
      of
      fees and interest shall be made on the basis of a 360-day year and actual days
      elapsed (which results in more fees or interest, as applicable, being paid
      than
      if computed on the basis of a 365-day year). Interest shall accrue on each
      Loan
      for the day on which the Loan is made, and shall not accrue on a Loan, or any
      portion thereof, for the day on which the Loan or such portion is paid, provided
      that any Loan that is repaid on the same day on which it is made shall, subject
      to Section 2.12(a),
      bear
      interest for one day.

    


    2.11 Payments
      Generally.

    


    (a) All
      payments to be made by the Borrowers shall be made without condition or
      deduction for any counterclaim, defense, recoupment or setoff. Except as
      otherwise expressly provided herein, all payments by the Borrowers hereunder
      shall be made to the Administrative Agent, for the account of the Lenders to
      which such payment is owed, at the Administrative Agent’s Office in Dollars and
      in immediately available funds not later than 2:00 p.m. on the date
      specified herein. The Administrative Agent will promptly distribute to each
      Lender its Commitment Percentage (or other applicable share as provided herein)
      of such payment in like funds as received by wire transfer to such Lender’s
      Lending Office. All payments received by the Administrative Agent after
      2:00 p.m. shall be deemed received on the immediately succeeding Business
      Day and any applicable interest or fee shall continue to accrue.

    


    (b) Subject
      to the definition of “Interest Period,” if any payment to be made by the
      Borrowers shall come due on a day other than a Business Day, payment shall
      be
      made on the next following Business Day, and such extension of time shall be
      reflected in computing interest or fees, as the case may be.

    


    (c) Unless
      the Borrowers or any Lender has notified the Administrative Agent, prior to
      the
      date any payment is required to be made by it to the Administrative Agent
      hereunder, that the Borrowers or such Lender, as the case may be, will not
      make
      such payment, the Administrative Agent may assume that the Borrowers or such
      Lender, as the case may be, has timely made such payment and may (but shall
      not
      be so required to), in reliance thereon, make available a corresponding amount
      to the Person entitled thereto. If and to the extent that such payment was
      not
      in fact made to the Administrative Agent in immediately available funds,
      then:

    


    (i) if
      the
      Borrowers fail to make such payment, each Lender shall forthwith on demand
      repay
      to the Administrative Agent the portion of such assumed payment that was made
      available to such Lender in immediately available funds, together with interest
      thereon in respect of each day from and including the date such amount was
      made
      available by the Administrative Agent to such Lender to the date such amount
      is
      repaid to the Administrative Agent in immediately available funds at the Federal
      Funds Rate from time to time in effect; and

    


    (ii) if
      any
      Lender failed to make such payment, such Lender shall forthwith on demand pay
      to
      the Administrative Agent the amount thereof in immediately available funds,
      together with interest thereon for the period from the date such amount was
      made
      available by the Administrative Agent to the Borrowers to the date such amount
      is recovered by the Administrative Agent (the “Compensation
      Period”)
      at a
      rate per annum equal to the Federal Funds Rate from time to time in effect.
      If
      such Lender pays such amount to the Administrative Agent, then such amount
      shall
      constitute such Lender’s Loan included in the applicable Borrowing. If such
      Lender does not pay such amount forthwith upon the Administrative Agent’s demand
      therefor, the Administrative Agent may make a demand therefor upon the Borrower,
      and the Borrowers shall pay such amount to the Administrative Agent, together
      with interest thereon for the Compensation Period at a rate per annum equal
      to
      the rate of interest applicable to the applicable Borrowing. Nothing herein
      shall be deemed to relieve any Lender from its obligation to fulfill its
      Commitment or to prejudice any rights that the Administrative Agent or the
      Borrowers may have against any Lender as a result of any default by such Lender
      hereunder.

    


    A
      notice
      of the Administrative Agent to any Lender or the Borrowers with respect to
      any
      amount owing under this subsection (c) shall be conclusive, absent manifest
      error.

    


    (d) If
      any
      Lender makes available to the Administrative Agent funds for any Loan to be
      made
      by such Lender as provided in the foregoing provisions of this Article II,
      and such funds are not made available to the Borrowers by the Administrative
      Agent because the conditions to the applicable Extension of Credit set forth
      in
Section 4.02
      are not
      satisfied or waived in accordance with the terms hereof or for any other reason,
      the Administrative Agent shall return such funds (in like funds as received
      from
      such Lender) to such Lender, without interest.

    


    (e) The
      obligations of the Lenders hereunder to make Loans and to fund participations
      in
      Letters of Credit and Swing Line Loans are several and not joint. The failure
      of
      any Lender to make any Loan or to fund any such participation on any date
      required hereunder shall not relieve any other Lender of its corresponding
      obligation to do so on such date, nor relieve Borrowers from any obligations
      hereunder to the Lenders which fulfill such obligations and no Lender shall
      be
      responsible for the failure of any other Lender to so make its Loan or purchase
      its participation.

    


    (f) Nothing
      herein shall be deemed to obligate any Lender to obtain the funds for any Loan
      in any particular place or manner or to constitute a representation by any
      Lender that it has obtained or will obtain the funds for any Loan in any
      particular place or manner.

    


    (g) If
      at any
      time insufficient funds are received by or are available to the Administrative
      Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees
      then due hereunder, such funds shall be applied (i) first, toward costs and
      expenses (including Attorney Costs and amounts payable under Article III)
      incurred by the Administrative Agent and each Lender, (ii) second, toward
      repayment of interest and fees then due hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of interest and fees then due
      to
      such parties, and (iii) third, toward repayment of principal and L/C Borrowings
      then due hereunder, ratably among the parties entitled thereto in accordance
      with the amounts of principal and L/C Borrowings then due to such
      parties.

    


    2.12 Sharing
      of Payments.

    


    If
      any
      Lender shall obtain on account of the Loans made by it, or the participations
      in
      L/C Obligations or in Swing Line Loans held by it (excluding any amounts applied
      by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether
      voluntary, involuntary, through the exercise of any right of set-off, or
      otherwise, but excluding any payments made to a Lender in error by the
      Administrative Agent (which such payments shall be returned by the Lender to
      the
      Administrative Agent immediately upon such Lender’s obtaining knowledge that
      such payment was made in error)) in excess of its ratable share (or other share
      contemplated hereunder) thereof, such Lender shall immediately (a) notify the
      Administrative Agent of such fact, and (b) purchase from the other Lenders
      such
      participations in the Loans made by them and/or such subparticipations in the
      participations in L/C Obligations or Swing Line Loans held by them, as the
      case
      may be, as shall be necessary to cause such purchasing Lender to share the
      excess payment in respect of such Loans or such participations, as the case
      may
      be, pro rata with each of them; provided, however, that if all or any portion
      of
      such excess payment is thereafter recovered from the purchasing Lender under
      any
      of the circumstances described in Section 10.06
      (including pursuant to any settlement entered into by the purchasing Lender
      in
      its discretion), such purchase shall to that extent be rescinded and each other
      Lender shall repay to the purchasing Lender the purchase price paid therefor,
      together with an amount equal to such paying Lender’s ratable share (according
      to the proportion of (i) the amount of such paying Lender’s required repayment
      to (ii) the total amount so recovered from the purchasing Lender) of any
      interest or other amount paid or payable by the purchasing Lender in respect
      of
      the total amount so recovered, without further interest thereon. The Borrowers
      agree that any Lender so purchasing a participation from another Lender may,
      to
      the fullest extent permitted by law, exercise all its rights of payment
      (including the right of set-off, but subject to Section 10.09)
      with
      respect to such participation as fully as if such Lender were the direct
      creditor of the Borrowers in the amount of such participation. The
      Administrative Agent will keep records (which shall be conclusive and binding
      in
      the absence of manifest error) of participations purchased under this
      Section and will in each case notify the Lenders following any such
      purchases or repayments. Each Lender that purchases a participation pursuant
      to
      this Section shall from and after such purchase have the right to give all
      notices, requests, demands, directions and other communications under this
      Credit Agreement with respect to the portion of the Obligations purchased to
      the
      same extent as though the purchasing Lender were the original owner of the
      Obligations purchased.

    


    2.13 Evidence
      of Debt.

    


    (a) The
      Extension of Credits made by each Lender shall be evidenced by one or more
      accounts or records maintained by such Lender and by the Administrative Agent
      in
      the ordinary course of business. The accounts or records maintained by the
      Administrative Agent and each Lender shall be conclusive absent manifest error
      of the amount of the Extension of Credits made by the Lenders to the Borrowers
      and the interest and payments thereon. Any failure to so record or any error
      in
      doing so shall not, however, limit or otherwise affect the obligation of the
      Borrowers hereunder to pay any amount owing with respect to the Obligations.
      In
      the event of any conflict between the accounts and records maintained by any
      Lender and the accounts and records of the Administrative Agent in respect
      of
      such matters, the accounts and records of the Administrative Agent shall control
      in the absence of manifest error. The Borrowers shall execute and deliver to
      the
      Administrative Agent a Note for each Lender, requesting a Note, which Note
      shall
      evidence such Lender’s Loans in addition to such accounts or records. Each
      Lender may attach schedules to its Note and endorse thereon the date, Type
      (if
      applicable), amount and maturity of its Loans and payments with respect
      thereto.

    


    (b) In
      addition to the accounts and records referred to in subsection (a), each
      Lender and the Administrative Agent shall maintain in accordance with its usual
      practice accounts or records evidencing the purchases and sales by such Lender
      of participations in Letters of Credit and Swing Line Loans. In the event of
      any
      conflict between the accounts and records maintained by the Administrative
      Agent
      and the accounts and records of any Lender in respect of such matters, the
      accounts and records of the Administrative Agent shall control in the absence
      of
      manifest error.

    


    2.14 Joint
      and Several Liability of the Borrowers.

    


    (a) Each
      of
      the Borrowers is accepting joint and several liability hereunder in
      consideration of the financial accommodation to be provided by the Lenders
      under
      this Credit Agreement, for the mutual benefit, directly and indirectly, of
      each
      of the Borrowers and in consideration of the undertakings of each of the
      Borrowers to accept joint and several liability for the obligations of each
      of
      them.

    


    (b) Each
      of
      the Borrowers jointly and severally hereby irrevocably and unconditionally
      accepts, not merely as a surety but also as a co-debtor, joint and several
      liability with the other Borrowers with respect to the payment and performance
      of all of the Obligations arising under this Credit Agreement and the other
      Credit Documents, it being the intention of the parties hereto that all the
      Obligations shall be the joint and several obligations of each of the Borrowers
      without preferences or distinction among them.

    


    (c) If
      and to
      the extent that any of the Borrowers shall fail to make any payment with respect
      to any of the obligations hereunder as and when due or to perform any of such
      obligations in accordance with the terms thereof, then in each such event,
      the
      other Borrowers will make such payment with respect to, or perform, such
      obligation.

    


    (d) The
      obligations of each Borrower under the provisions of this Section 2.14
      constitute full recourse obligations of such Borrower, enforceable against
      it to
      the full extent of its properties and assets, irrespective of the validity,
      regularity or enforceability of this Credit Agreement or any other circumstances
      whatsoever.

    


    (e) Except
      as
      otherwise expressly provided herein, each Borrower hereby waives notice of
      acceptance of its joint and several liability, notice of occurrence of any
      Default or Event of Default (except to the extent notice is expressly required
      to be given pursuant to the terms of this Credit Agreement), or of any demand
      for any payment under this Credit Agreement (except to the extent demand is
      expressly required to be given pursuant to the terms of this Agreement), notice
      of any action at any time taken or omitted by the Lender under or in respect
      of
      any of the Obligations hereunder, any requirement of diligence and, generally,
      all demands, notices and other formalities of every kind in connection with
      this
      Credit Agreement. Each Borrower hereby assents to, and waives notice of, any
      extension or postponement of the time for the payment of any of the Obligations
      hereunder, the acceptance of any partial payment thereon, any waiver, consent
      or
      other action or acquiescence by the Lenders at any time or times in respect
      of
      any default by any Borrower in the performance or satisfaction of any term,
      covenant, condition or provision of this Credit Agreement, any and all other
      indulgences whatsoever by the Lenders in respect of any of the Obligations
      hereunder, and the taking, addition, substitution or release, in whole or in
      part, at any time or times, of any security for any of such Obligations or
      the
      addition, substitution or release, in whole or in part, of any Borrower. Without
      limiting the generality of the foregoing, each Borrower assents to any other
      action or delay in acting or any failure to act on the part of the Lender,
      including, without limitation, any failure strictly or diligently to assert
      any
      right or to pursue any remedy or to comply fully with applicable laws or
      regulations thereunder which might, but for the provisions of this Section 2.14,
      afford
      grounds for terminating, discharging or relieving such Borrower, in whole or
      in
      part, from any of its obligations under this Section 2.14,
      it
      being the intention of each Borrower that, so long as any of the Obligations
      hereunder remain unsatisfied, the obligations of such Borrower under this
Section 2.14
      shall
      not be discharged except by performance and then only to the extent of such
      performance. The obligations of each Borrower under this Section 2.14
      shall
      not be diminished or rendered unenforceable by any winding up, reorganization,
      arrangement, liquidation, reconstruction or similar proceeding with respect
      to
      any reconstruction or similar proceeding with respect to any Borrower or any
      Lender. The joint and several liability of the Borrowers hereunder shall
      continue in full force and effect notwithstanding any absorption, merger,
      amalgamation or any other change whatsoever in the name, membership,
      constitution or place of formation of any Borrower or any Lender.

    


    (f) The
      provisions of this Section 2.14
      are made
      for the benefit of the Administrative Agent, L/C issuer, Swing Line Lender,
      the
      Lenders and their respective successors and assigns, and may be enforced by
      any
      such Person from time to time against any of the Borrowers as often as occasion
      therefor may arise and without requirement on the part of any Lender first
      to
      marshal any of its claims or to exercise any of its rights against any of the
      other Borrowers or to exhaust any remedies available to it against any of the
      other Borrowers or to resort to any other source or means of obtaining payment
      of any of the Obligations or to elect any other remedy. The provisions of this
      Section 2.14
      shall
      remain in effect until all the Obligations hereunder shall have been paid in
      full or otherwise fully satisfied. If at any time, any payment, or any part
      thereof, made in respect of any of the Obligations, is rescinded or must
      otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy
      or reorganization of any of the Borrowers, or otherwise, the provisions of
      this
Section 2.14
      will
      forthwith be reinstated and in effect as though such payment had not been
      made.

    


    (f) Notwithstanding
      any provision to the contrary contained herein or in any other of the Credit
      Documents, the obligations of each Borrower hereunder shall be limited to an
      aggregate amount equal to the largest amount that would not render its
      obligations hereunder subject to avoidance under Section 548 of the
      Bankruptcy Code or any comparable provisions of any applicable state
      law.

    


    2.15 Appointment
      of Parent as Legal Representative for Credit Parties.

    


    Each
      of
      the Credit Parties hereby appoints the Parent to act as its exclusive legal
      representative for all purposes under this Credit Agreement and the other Credit
      Documents (including, without limitation, with respect to all matters related
      to
      Borrowings and the repayment of Loans and Letters of Credit as described in
      Article II
      and
Article III
      hereof)
      (in such capacity, the “Borrower
      Representative”).
      Each
      of the Credit Parties acknowledges and agrees that (a) the Borrower
      Representative may execute such documents on behalf of all the Credit Parties
      (whether as Borrowers or Guarantors) as the Borrower Representative deems
      appropriate in its reasonable discretion and each Credit Party shall be bound
      by
      and obligated by all of the terms of any such document executed by the Borrower
      Representative on its behalf, (b) any notice or other communication delivered
      by
      the Administrative Agent or any Lender hereunder to the Borrower Representative
      shall be deemed to have been delivered to each of the Credit Parties and (c)
      the
      Administrative Agent and each of the Lenders shall accept (and shall be
      permitted to rely on) any document or agreement executed by the Borrower
      Representative on behalf of the Credit Parties (or any of them). The Borrowers
      must act through the Borrower Representative for all purposes under this Credit
      Agreement and the other Credit Documents. Notwithstanding anything contained
      herein to the contrary, to the extent any provision in this Credit Agreement
      requires any Credit Party to interact in any manner with the Administrative
      Agent or the Lenders, such Credit Party shall do so through the Borrower
      Representative.

    


    


    ARTICLE
      III 

    TAXES,
      YIELD PROTECTION AND ILLEGALITY

    


    3.01 Taxes.

    


    (a) Any
      and
      all payments by any Credit Party to or for the account of the Administrative
      Agent or any Lender under any Credit Document shall be made free and clear
      of
      and without deduction for any and all present or future taxes, duties, levies,
      imposts, deductions, assessments, fees, withholdings or similar charges, and
      all
      liabilities with respect thereto, excluding, in the case of the Administrative
      Agent and each Lender, taxes imposed on or measured by its overall net income,
      and franchise and excise taxes imposed on it (in lieu of net income taxes),
      as a
      result of a present or former connection between the Administrative Agent or
      such Lender and the jurisdiction of the Governmental Authority imposing such
      tax
      or any political subdivision or taxing authority thereof or therein (other
      than
      any such connection arising solely from the Administrative Agent’s or such
      Lender’s having executed, delivered or performed its obligations or received a
      payment under, or enforced, this Credit Agreement or any other Credit Document)
      (all such non-excluded taxes, duties, levies, imposts, deductions, assessments,
      fees, withholdings or similar charges, and liabilities being hereinafter
      referred to as “Taxes”).
      If
      any Credit Party shall be required by any Laws to deduct any Taxes from or
      in
      respect of any sum payable under any Credit Document to the Administrative
      Agent
      or any Lender, (i) the sum payable shall be increased as necessary so that
      after
      making all required deductions (including deductions applicable to additional
      sums payable under this Section), each of the Administrative Agent and such
      Lender receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) such Credit Party shall make such deductions, (iii)
      such Credit Party shall pay the full amount deducted to the relevant taxation
      authority or other authority in accordance with applicable Laws, and (iv) within
      thirty (30) days after the date of such payment, such Credit Party shall furnish
      to the Administrative Agent (which shall forward the same to such Lender) the
      original or a certified copy of a receipt evidencing payment
      thereof.

    


    (b) In
      addition, the Borrowers agree to pay any and all present or future stamp, court
      or documentary taxes or charges or similar levies which arise from any payment
      made under any Credit Document or from the execution, delivery, performance,
      enforcement or registration of, or otherwise with respect to, any Credit
      Document (hereinafter referred to as “Other
      Taxes”).
      For
      the
      avoidance of doubt, “Other Taxes” shall not include any taxes assessed on the
      net or gross income of a taxpayer, regardless of whether such taxes are
      designated excise or property taxes.

    


    (c) If
      the
      Borrowers shall be required to deduct or pay any Taxes or Other Taxes from
      or in
      respect of any sum payable under any Credit Document to the Administrative
      Agent
      or any Lender, the Borrowers shall also pay to the Administrative Agent or
      to
      such Lender, as the case may be, at the time interest is paid, such additional
      amount that the Administrative Agent or such Lender specifies is necessary
      to
      preserve the after-tax yield (after factoring in all taxes, including taxes
      imposed on or measured by net income) that the Administrative Agent or such
      Lender would have received if such Taxes or Other Taxes had not been
      imposed.

    


    (d) The
      Borrowers agree to indemnify the Administrative Agent and each Lender for (i)
      the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
      imposed or asserted by any jurisdiction on amounts payable under this Section)
      that are paid by the Administrative Agent and such Lender and that are the
      responsibility of the Borrowers, (ii) amounts payable under Section 3.01(c)
      and
      (iii) any liability (including additions to tax, penalties, interest and
      expenses) arising therefrom or with respect thereto, in each case whether or
      not
      such Taxes or Other Taxes were correctly or legally imposed or asserted by
      the
      relevant Governmental Authority. Payment under this subsection (d) shall be
      made within thirty (30) days after the date the Lender or the Administrative
      Agent makes a written demand therefor.

    


    3.02 Illegality.

    


    If
      any
      Lender determines that any Law has made it unlawful, or that any Governmental
      Authority has asserted that it is unlawful, for any Lender or its applicable
      Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
      or charge interest rates based upon the Eurodollar Rate, then, on notice thereof
      by such Lender to the Borrowers through the Administrative Agent, any obligation
      of such Lender to make or continue Eurodollar Rate Loans or to convert Base
      Rate
      Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies
      the
      Administrative Agent and the Borrowers that the circumstances giving rise to
      such determination no longer exist. Upon receipt of such notice, the Borrowers
      shall, upon demand from such Lender (with a copy to the Administrative Agent),
      prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender
      to
      Base Rate Loans, either on the last day of the Interest Period therefor, if
      such
      Lender may lawfully continue to maintain such Eurodollar Rate Loans to such
      day,
      or immediately, if such Lender may not lawfully continue to maintain such
      Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrowers
      shall also pay accrued interest on the amount so prepaid or converted. Each
      Lender agrees to designate a different Lending Office if such designation will
      avoid the need for such notice and will not, in the good faith judgment of
      such
      Lender, otherwise be materially disadvantageous to such Lender.

    


    3.03 Inability
      to Determine Rates.

    


    If
      the
      Required Lenders determine that for any reason adequate and reasonable means
      do
      not exist for determining the Eurodollar Rate for any requested Interest Period
      with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate
      for
      any requested Interest Period with respect to a proposed Eurodollar Rate Loan
      does not adequately and fairly reflect the cost to such Lenders of funding
      such
      Loan, the Administrative Agent will promptly so notify the Parent and each
      Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar
      Rate Loans shall be suspended until the Administrative Agent (upon the
      instruction of the Required Lenders) revokes such notice. Upon receipt of such
      notice, the Borrowers may revoke any pending request for a Borrowing of,
      conversion to or continuation of Eurodollar Rate Loans or, failing that, will
      be
      deemed to have converted such request into a request for a Borrowing of Base
      Rate Loans in the amount specified therein.

    


    3.04 Increased
      Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate
      Loans.

    


    (a) If
      any
      Lender determines that as a result of the introduction of or any change in
      or in
      the interpretation of any Law, or such Lender’s compliance therewith, there
      shall be any increase in the cost to such Lender of agreeing to make or making,
      funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing
      or
      participating in Letters of Credit, or a reduction in the amount received or
      receivable by such Lender in connection with any of the foregoing (excluding
      for
      purposes of this subsection (a) any such increased costs or reduction in
      amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01
      shall
      govern), (ii) changes in the basis of taxation of overall net income or overall
      gross income by the United States or any foreign jurisdiction or any political
      subdivision of either thereof under the Laws of which such Lender is organized
      or has its Lending Office, and (iii) reserve requirements contemplated by
Section 3.04(c)),
      then
      from time to time upon demand of such Lender (with a copy of such demand to
      the
      Administrative Agent), the Borrowers shall pay to such Lender such additional
      amounts as will compensate such Lender for such increased cost or
      reduction.

    


    (b) If
      any
      Lender determines that the introduction of any Law regarding capital adequacy
      or
      any change therein or in the interpretation thereof, or compliance by such
      Lender (or its Lending Office) therewith, has the effect of reducing the rate
      of
      return on the capital of such Lender or any corporation controlling such Lender
      as a consequence of such Lender’s obligations hereunder (taking into
      consideration its policies with respect to capital adequacy and such Lender’s
      desired return on capital), then from time to time upon demand of such Lender
      (with a copy of such demand to the Administrative Agent), the Borrowers shall
      pay to such Lender such additional amounts as will compensate such Lender for
      such reduction.

    


    (c) The
      Borrowers shall pay to each Lender, as long as such Lender shall be required
      to
      maintain reserves with respect to liabilities or assets consisting of or
      including Eurocurrency funds or deposits (currently known as “Eurocurrency
      liabilities”), additional interest on the unpaid principal amount of each
      Eurodollar Rate Loan equal to the actual costs of such reserves allocated to
      such Loan by such Lender (as determined by such Lender in good faith, which
      determination shall be conclusive), which shall be due and payable on each
      date
      on which interest is payable on such Loan, provided the Borrowers shall have
      received at least fifteen (15) days’ prior written notice (with a copy to the
      Administrative Agent) of such additional interest from such Lender. If a Lender
      fails to give notice fifteen (15) days prior to the relevant Interest Payment
      Date, such additional interest shall be due and payable fifteen (15) days from
      receipt of such notice.

    


    3.05 Funding
      Losses.

    


    Upon
      demand of any Lender (with a copy to the Administrative Agent) from time to
      time, the Borrowers shall promptly compensate such Lender for and hold such
      Lender harmless from any loss, cost or expense incurred by it as a result
      of:

    


    (a) any
      continuation, conversion, payment or prepayment of any Loan other than a Base
      Rate Loan on a day other than the last day of the Interest Period for such
      Loan
      (whether voluntary, mandatory, automatic, by reason of acceleration, or
      otherwise);

    


    (b) any
      failure by the Borrowers (for a reason other than the failure of such Lender
      to
      make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
      Rate Loan on the date or in the amount notified by the Borrowers;
      or

    


    (c) any
      assignment of a Eurodollar Rate Loan on a day other than the last day of the
      Interest Period therefor as a result of a request by the Borrowers pursuant
      to
Section 10.16;

    


    including
      any loss of anticipated profits and any loss or expense arising from the
      liquidation or reemployment of funds obtained by it to maintain such Loan or
      from fees payable to terminate the deposits from which such funds were obtained.
      The Borrowers shall also pay any customary administrative fees charged by such
      Lender in connection with the foregoing.

    


    For
      purposes of calculating amounts payable by the Borrowers to the Lenders under
      this Section 3.05,
      each
      Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
      at
      the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan
      by a matching deposit or other borrowing in the London interbank eurodollar
      market for a comparable amount and for a comparable period, whether or not
      such
      Eurodollar Rate Loan was in fact so funded.

    


    3.06 Matters
      Applicable to all Requests for Compensation.

    


    (a) A
      certificate of the Administrative Agent or any Lender claiming compensation
      under this Article III and setting forth the additional amount or amounts
      to be paid to it hereunder shall be conclusive in the absence of manifest error.
      In determining such amount, the Administrative Agent or such Lender may use
      any
      reasonable averaging and attribution methods.

    


    (b) Upon
      any
      Lender’s making a claim for compensation under Section 3.01
      or
3.04,
      the
      Borrowers may replace such Lender in accordance with Section 10.16.

    


    3.07 Survival.

    


    All
      of
      the Borrowers’ obligations under this Article III shall survive termination
      of the Aggregate Revolving Commitments and repayment of all other Obligations
      hereunder.

    


    


    ARTICLE
      IV

    CONDITIONS
      PRECEDENT TO EXTENSION OF CREDITS

    


    The
      obligation of each Lender to make Extensions of Credit hereunder is subject
      to
      satisfaction of the following conditions precedent:

    


    4.01 Conditions
      to Initial Extensions of Credit.

    


    The
      obligation of the Lenders to make the initial Extension of Credit hereunder
      is
      subject to the satisfaction of such of the following conditions in all material
      respects on or prior to the Closing Date as shall not have been expressly waived
      in writing by the Administrative Agent and Lenders.

    


    (a) Credit
      Documents, Organization Documents, Etc.
      The
      Administrative Agent’s receipt of the following, each of which shall be
      originals or facsimiles (followed promptly by originals) unless otherwise
      specified, each properly executed by a Responsible Officer of the signing Credit
      Party, each dated the Closing Date (or, in the case of certificates of
      governmental officials, a recent date before the Closing Date) and each in
      form
      and substance satisfactory to the Administrative Agent and its legal
      counsel:

    


    (i) executed
      counterparts of this Credit Agreement and the other Credit
      Documents;

    


    (ii) a
      Note
      executed by the Borrowers in favor of each Lender requesting a
      Note;

    


    (iii) copies
      of
      the Organization Documents of the Parent and each Borrower certified to be
      true
      and complete as of a recent date by the appropriate Governmental Authority
      of
      the state or other jurisdiction of its incorporation or organization,
      where
      applicable, and certified by a secretary or assistant secretary of Parent and
      Borrowers to be true and correct as of the Closing Date;

    


    (iv) with
      respect to the Subsidiary Guarantors, a certificate by
      a
      secretary or assistant secretary of such Subsidiary Guarantor that the
      Organization Documents delivered to the Administrative Agent in connection
      with
      the 2004 Credit Agreement are still in full force and effect and have not been
      amended, restated, replaced or otherwise modified since the closing of the
      2004
      Credit Agreement. 

    


    (v) such
      certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Credit Party as the
      Administrative Agent may require evidencing the identity, authority and capacity
      of each Responsible Officer thereof authorized to act as a Responsible Officer
      in connection with this Credit Agreement and the other Credit Documents to
      which
      such Credit Party is a party; and

    


    (vi) such
      documents and certifications as the Administrative Agent may reasonably require
      to evidence that the Parent and Borrowers are duly organized or formed, and
      is
      validly existing, in good standing and qualified to engage in business in (A)
      the jurisdiction of their incorporation or organization and (B) each
      jurisdiction where their ownership, lease or operation of properties or the
      conduct of their business requires such qualification, except to the extent
      that
      failure to do so could not reasonably be expected to have a Material Adverse
      Effect.

    


    (b) Opinions
      of Counsel.
      The
      Administrative Agent shall have received, in each case dated as of the Closing
      Date and in form and substance reasonably satisfactory to the Administrative
      Agent:

    


    (i) a
      legal
      opinion of LeBoeuf, Lamb, Greene & MacRae, LLP, special New York counsel for
      the Credit Parties;

    


    (ii) a
      legal
      opinion of special local counsel for the Borrowers for the states of Maryland,
      California, West Virginia, Ohio, North Carolina, Washington, Massachusetts,
      Alabama, Tennessee, Idaho, Louisiana, Texas and any other state in which any
      Borrowing Base Asset in existence as of the Closing Date is located or any
      other
      state in which the Parent or any Borrower is organized, in each case addressed
      to the Administrative Agent, its counsel and the Lenders.

    


    (c) Personal
      Property Collateral.
      The
      Administrative Agent shall have received (in each case in form and substance
      reasonably satisfactory to the Administrative Agent):

    


    (i) searches
      of Uniform Commercial Code filings in the state of incorporation of each
      Borrower or where a filing would need to be made in order to perfect the
      Administrative Agent’s security interest in the tangible personal property
      Collateral, copies of the financing statements on file in such jurisdictions
      and
      evidence that no Liens exist other than Permitted Liens;

    


    (ii) UCC
      financing statements for each appropriate jurisdiction as is necessary, in
      the
      Administrative Agent’s sole discretion, to perfect the Administrative Agent’s
      security interest in the Collateral;

    


    (iii) duly
      executed notices of grant of security interest as are necessary, in the
      Administrative Agent’s sole discretion, to perfect the Administrative Agent’s
      security interest in the Collateral;

    


    (iv) all
      instruments and chattel paper in the possession of any of the Borrowers,
      together with allonges or assignments as may be necessary or appropriate to
      perfect the Administrative Agent’s security interest in the
      Collateral;

    


    (v) duly
      executed consents as are necessary, in the Administrative Agent’s sole
      discretion, to perfect the Administrative Agent’s security interest in the
      Collateral;

    


    (vi) in
      the
      case of any tangible personal property Collateral located at a premises leased
      by a Borrower, such estoppel letters, consents and waivers from the landlords
      on
      such real property as may be required by the Administrative Agent.;
      and

    


    (vii) a
      copy of
      each Material Contract.

    


    (d) Real
      Property Collateral (Borrowing Base Assets).
      The
      Administrative Agent shall have received, in form and substance reasonably
      satisfactory to the Administrative Agent, each of the Borrowing Base Asset
      Deliverables with respect to each Real Property Asset set forth on Schedule 5.12
      attached
      hereto and shall have approved each such Real Property Asset as a Borrowing
      Base
      Asset hereunder.

    


    (e) Property
      and Liability Insurance.
      The
      Administrative Agent shall have received copies of all insurance policies held
      by (or for the benefit of) the Parent, Borrowers or Tenants with respect to
      the
      Real Property Assets of the Borrowers, each such policy shall name the
      Administrative Agent (on behalf of the Lenders) as an additional insured or
      sole
      loss payee under a standard mortgagee endorsement, as applicable and each
      provider of any such insurance shall agree, by endorsement upon the policy
      or
      policies issued by it or by independent instruments furnished to the
      Administrative Agent, that it will give the Administrative Agent (i)
      thirty (30) days prior written notice before any such policy or policies
      shall be canceled and (ii) fifteen (15) days prior written notice before any
      such policy or policies shall be altered.

    


    (f) Officer’s
      Certificates.
      The
      Administrative Agent shall have received a certificate or certificates executed
      by a Responsible Officer of the Parent as of the Closing Date, in a form
      satisfactory to the Administrative Agent, stating that (i) each Credit Party
      is
      in compliance with all existing financial obligations (whether pursuant to
      the
      terms and conditions of this Credit Agreement or otherwise), (ii) all
      governmental, shareholder and third party consents and approvals, if any, with
      respect to the Credit Documents and the transactions contemplated thereby have
      been obtained, (iii) no action, suit, investigation or proceeding is pending
      or
      threatened in any court or before any arbitrator or governmental instrumentality
      that purports to affect any Consolidated Party or any transaction contemplated
      by the Credit Documents, if such action, suit, investigation or proceeding
      could
      have a Material Adverse Effect, (iv) immediately prior to and following the
      transactions contemplated herein, each of the Credit Parties shall be Solvent,
      and (v) immediately after the execution of this Credit Agreement and the other
      Credit Documents, (A) no Default or Event of Default exists and (B) all
      representations and warranties contained herein and in the other Credit
      Documents are true and correct in all material respects.

    


    (g) Financial
      Statements.
      Receipt
      by the Administrative Agent and the Lenders of (i) pro forma projections of
      financial statements (balance sheet, income and cash flows) for each of the
      following four (4) fiscal years of the Consolidated Parties and (ii) such other
      information relating to the Consolidated Parties as the Administrative Agent
      may
      reasonably require in connection with the structuring and syndication of credit
      facilities of the type described herein.

    


    (h) Opening
      Compliance Certificate.
      Receipt
      by the Administrative Agent of a Compliance Certificate as of the Closing Date
      signed by a Responsible Officer of the Parent and including (i) pro forma
      calculations for the current fiscal quarter based on the amounts set forth
      in
      the Audited Financial Statements and taking into account any Extension of Credit
      made or requested hereunder as of such date and (ii) pro forma calculations
      of
      all financial covenants contained herein for each of the following four (4)
      fiscal quarters (based on the projections set forth in the materials delivered
      pursuant to clause (g) of this Section 4.01).

    


    (i) Consents/Approvals.
      The
      Credit Parties shall have received all approvals, consents and waivers, and
      shall have made or given all necessary filings and notices as shall be required
      to consummate the transactions contemplated hereby without the occurrence of
      any
      default under, conflict with or violation of (i) any applicable Law or (ii)
      any
      agreement, document or instrument to which any Credit Party is a party or by
      which any of them or their respective properties is bound, except for such
      approvals, consents, waivers, filings and notices the receipt, making or giving
      of which would not reasonably be likely to (A) have a Material Adverse Effect,
      or (B) restrain or enjoin, impose materially burdensome conditions on, or
      otherwise materially and adversely affect the ability of any Borrower or any
      other Credit Party to fulfill its respective obligations under the Credit
      Documents to which it is a party. 

    


    (j) Material
      Adverse Change.
      No
      material adverse change shall have occurred since December 31, 2005 in the
      condition (financial or otherwise), business, assets, operations, management
      or
      prospects of (i) the Parent, (ii) the Parent and its Consolidated Subsidiaries
      taken as a whole, or (iii) the Borrowers taken as a whole.

    


    (k) Litigation.
      There
      shall not exist any pending or threatened action, suit, investigation or
      proceeding against any Credit Party or any of their Affiliates that could
      reasonably be expected to have a Material Adverse Effect or could otherwise
      materially and adversely effect the transactions set forth herein or
      contemplated hereby.

    


    (l) Assumption
      of 2004 Credit Facility and 2004 Collateral Documents.
      Receipt
      by the Administrative Agent of satisfactory evidence that the 2004 Credit
      Facility and the 2004 Collateral Documents have been assigned to the
      Administrative Agent for the benefit of the Lenders and that all liens in
      connection therewith have been assigned to the Administrative Agent, including
      without limitation the receipt of a fully executed 2004 Facility Assignment
      Agreement.

    


    (m) Fees
      and Expenses.
      Payment
      by the Credit Parties to the Administrative Agent of all fees and expenses
      relating to the preparation, execution and delivery of this Credit Agreement
      and
      the other Credit Documents which are due and payable on the Closing Date,
      including, without limitation, payment to the Administrative Agent of the fees
      set forth in the Administrative Agent’s Fee Letter, and reasonable and
      documented Attorney Costs, consultants’ fees, travel expenses and all fees and
      expenses associated with the due diligence done in connection with and the
      preparation of documentation with respect to the Borrowing Base Assets or other
      Collateral.

    


    (n) Other.
      Receipt
      by the Lenders or the Administrative Agent of such other documents, instruments,
      agreements or information as reasonably requested by any Lender or the
      Administrative Agent, including, but not limited to, additional legal opinions,
      contribution agreements, corporate resolutions, indemnifications, information
      regarding litigation, tax, accounting, labor, insurance, pension liabilities
      (actual or contingent), real estate leases, material contracts, debt agreements,
      property ownership and contingent liabilities of the Credit
      Parties.

    


    4.02 Conditions
      to Extensions of Credit.

    


    The
      obligation of any Lender to make any Extension of Credit hereunder is subject
      to
      the satisfaction of such of the following conditions on or prior to the proposed
      date of the making of such Extension of Credit:

    


    (a) The
      Administrative Agent shall receive the applicable Request for Extension of
      Credit and the conditions set forth in Section
      4.01
      for the
      initial Extension of Credit shall have been met as of the Closing
      Date;

    


    (b) No
      Default shall have occurred and be continuing immediately before the making
      of
      such Extension of Credit and no Default shall exist immediately
      thereafter;

    


    (c) The
      representations and warranties of the Borrowers made in or pursuant to the
      Credit Documents shall be true in all material respects on and as of the date
      of
      such Extension of Credit;

    


    (d) Immediately
      following the making of such Extension of Credit the sum of the outstanding
      principal balance of the Revolving Obligations shall not exceed the lesser
      of
      (i) the Aggregate Revolving Committed Amount and (ii) the Borrowing Base Amount
      for such date.

    


    The
      making of such Extension of Credit hereunder shall be deemed to be a
      representation and warranty by the Borrowers on the date thereof as to the
      facts
      specified in clauses (b), (c), and (d) of this Section.

    


    


    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES

    


    The
      Borrowers hereby represent and warrant (on behalf of themselves, the Parent
      or
      the Credit Parties as a whole, as applicable) that:

    


    5.01 Financial
      Statements; No Material Adverse Effect; No Internal Control
      Event.

    


    (a) The
      Audited Financial Statements (i) were prepared in accordance with GAAP
      consistently applied throughout the period covered thereby, except as otherwise
      expressly noted therein; (ii) fairly present the financial condition of the
      Consolidated Parties as of the date thereof and their results of operations
      for
      the period covered thereby in accordance with GAAP consistently applied
      throughout the period covered thereby, except as otherwise expressly noted
      therein; and (iii) show all material indebtedness and other liabilities, direct
      or contingent, of the Consolidated Parties as of the date thereof, including
      liabilities for taxes, material commitments and Indebtedness.

    


    (b) During
      the period from December 31, 2005, to and including the Closing Date, there
      has
      been no sale, transfer or other disposition by any Consolidated Party of any
      material part of the business or Property of the Consolidated Parties, taken
      as
      a whole, and no purchase or other acquisition by any of them of any business
      or
      property (including any Capital Stock of any other Person) material in relation
      to the consolidated financial condition of the Consolidated Parties, taken
      as a
      whole, in each case, which is not reflected in the foregoing financial
      statements or in the notes thereto and has not otherwise been disclosed in
      writing to the Lenders on or prior to the Closing Date.

    


    (c) The
      financial statements delivered pursuant to Section 6.01(a)
      and
(b)
      have
      been prepared in accordance with GAAP (except as may otherwise be permitted
      under Section 6.01(a)
      and
(b))
      and
      present fairly (on the basis disclosed in the footnotes to such financial
      statements) the consolidated financial condition, results of operations and
      cash
      flows of the Consolidated Parties as of such date and for such
      periods.

    


    (d) Since
      the
      date of the Audited Financial Statements, there has been no event or
      circumstance, either individually or in the aggregate, that has had or could
      reasonably be expected to have a Material Adverse Effect.

    


    (e) Since
      the
      date of the Audited Financial Statements, no Internal Control Event has
      occurred.

    


    5.02 Corporate
      Existence and Power.

    


    Each
      of
      the Credit Parties is a corporation, partnership or limited liability company
      duly organized or formed, validly existing and in good standing under the laws
      of its jurisdiction of incorporation or organization, has all organizational
      powers and all material governmental licenses, authorizations, consents and
      approvals required to carry on its business as now conducted and is duly
      qualified as a foreign entity and in good standing under the laws of each
      jurisdiction where its ownership, lease or operation of property or the conduct
      of its business requires such qualification, other than in such jurisdictions
      where the failure to be so qualified and in good standing would not, in the
      aggregate, have a Material Adverse Effect.

    


    5.03 Corporate
      and Governmental Authorization; No Contravention.

    


    The
      execution, delivery and performance by each Credit Party of each Credit Document
      to which such Person is party, have been duly authorized by all necessary
      corporate or other organizational action, and do not and will not (a) contravene
      the terms of any of such Person’s Organization Documents; (b) conflict with or
      result in any breach or contravention of, or the creation of any Lien under,
      (i)
      any Contractual Obligation to which such Person is a party or (ii) any order,
      injunction, writ or decree of any Governmental Authority or any arbitral award
      to which such Person or its property is subject; or (c) violate any Law
      (including Regulation U or Regulation X issued by the
      FRB).

    


    5.04 Binding
      Effect.

    


    This
      Credit Agreement has been, and each other Credit Document, when delivered
      hereunder, will have been, duly executed and delivered by each Credit Party
      that
      is a party thereto. This Credit Agreement constitutes, and each other Credit
      Document when so delivered will constitute, a legal, valid and binding
      obligation of such Credit Party, enforceable against each Credit Party that
      is a
      party thereto in accordance with its terms except as enforceability may be
      limited by applicable Debtor Relief Laws and by general equitable principles
      (whether enforcement is sought by proceedings in equity or at law).

    


    5.05 Litigation.

    


    There
      are
      no actions, suits, proceedings, claims or disputes pending or, to the knowledge
      of the Responsible Officers of the Credit Parties, threatened at law, in equity,
      in arbitration or before any Governmental Authority, by or against any Credit
      Party or against any of its properties or revenues that (a) purport to affect
      or
      pertain to this Credit Agreement or any other Credit Document, or any of the
      transactions contemplated hereby or (b) either individually or in the aggregate,
      can reasonably be expected to be determined adversely, and if so determined
      to
      have a Material Adverse Effect. 

    


    5.06 Compliance
      with ERISA.

    


    (a) Each
      Plan
      is in compliance in all material respects with the applicable provisions of
      ERISA, the Code and other Federal or state Laws. Each Plan that is intended
      to
      qualify under Section 401(a) of the Code has received a favorable
      determination letter from the IRS or an application for such a letter is
      currently being processed by the IRS with respect thereto and, to the knowledge
      of the Responsible Officers of the Credit Parties, nothing has occurred which
      would prevent, or cause the loss of, such qualification. The Parent and each
      ERISA Affiliate have made all required contributions to each Plan subject to
      Section 412 of the Code, and no application for a funding waiver or an
      extension of any amortization period pursuant to Section 412 of the Code
      has been made with respect to any Plan.

    


    (b) There
      are
      no pending or, to the knowledge of the Responsible Officers of the Credit
      Parties, threatened claims (other than routine claims for benefits), actions
      or
      lawsuits, or action by any Governmental Authority, with respect to any Plan
      that
      could reasonably be expected to have a Material Adverse Effect. Neither the
      Parent nor any ERISA Affiliate or, to the knowledge of the Responsible Officers
      of the Credit Parties, any other Person has engaged in any prohibited
      transaction or violation of the fiduciary responsibility rules under ERISA
      or
      the Code with respect to any Plan that has resulted or could reasonably be
      expected to result in a Material Adverse Effect.

    


    (c) (i) No
      ERISA
      Event has occurred or is reasonably expected to occur; (ii) no Pension Plan
      has
      any Unfunded Pension Liability; (iii) the Parent nor any ERISA Affiliate has
      incurred, or reasonably expects to incur, any liability under Title IV of
      ERISA with respect to any Pension Plan (other than premiums due and not
      delinquent under Section 4007 of ERISA); (iv) the Parent nor any ERISA
      Affiliate has incurred, or reasonably expects to incur, any liability (and
      no
      event has occurred which, with the giving of notice under Section 4219 of
      ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA
      with respect to a Multiemployer Plan; and (v) the Parent nor any ERISA Affiliate
      has engaged in a transaction that could be subject to Sections 4069 or
      4212(c) of ERISA.

    


    5.07 Environmental
      Matters.

    


    Except
      as
      could not reasonably be expected to have a Material Adverse Effect:

    


    (a) To
      the
      knowledge of the Responsible Officers of the Parent and the Borrowers, each
      of
      the Borrowing Base Assets and all operations with respect to each of the
      Borrowing Base Assets and the Real Property Assets owned by the Borrowers are
      in
      compliance with all applicable Environmental Laws in all material respects
      and
      there are no conditions relating to the Borrowing Base Assets, the other Real
      Property Assets owned by the Borrowers or the Businesses of the Borrowers that
      are likely to give rise to liability under any applicable Environmental
      Laws.

    


    (b) To
      the
      knowledge of the Responsible Officers of the Parent and the Borrowers, none
      of
      the Borrowing Base Assets or other Real Property Assets owned by the Borrowers
      contains, or has previously contained, any Hazardous Substances at, on or under
      such property in amounts or concentrations that constitute a violation of,
      or
      could give rise to liability under, applicable Environmental Laws.

    


    (c) Neither
      the Parent nor any Borrower has received any written or verbal notice of, or
      inquiry from any Governmental Authority regarding, any violation, alleged
      violation, non-compliance, liability or potential liability regarding
      environmental matters or compliance with Environmental Laws with regard to
      any
      of the Borrowing Base Assets, any of the other Real Property Assets owned by
      the
      Borrowers or the Businesses of the Borrowers, nor does any Responsible Officer
      of the Parent or any Borrower have knowledge or reason to believe that any
      such
      notice will be received or is being threatened.

    


    (d) Neither
      the Parent nor any Borrower has generated, treated, stored or disposed of
      Hazardous Substances at, on or under any of the Borrowing Base Assets or any
      of
      the other Real Property Assets owned by the Borrowers in violation of, or in
      a
      manner that could give rise to liability under, any applicable Environmental
      Law. To
      the
      knowledge of the Responsible Officers of the Parent and the Borrowers, Hazardous
      Substances
      have
      not
      been transported or disposed of from the Borrowing
      Base Assets or the other Real Property Assets owned by the Borrowers,
      in each
      case by or on behalf of any Borrower, in violation of, or in a manner that
      is
      likely to give rise to liability under, any applicable Environmental
      Law.

    


    (e) To
      the
      knowledge of the Responsible Officers of the Parent and the Borrowers, no
      judicial proceeding or governmental or administrative action is pending or
      threatened, under any Environmental Law to which any Borrower is or will be
      named as a party, nor are there any consent decrees or other decrees, consent
      orders, administrative orders or other orders, or other administrative or
      judicial requirements outstanding under any Environmental Law with respect
      to
      the Borrowers, the Borrowing Base Assets, the other Real Property Assets owned
      by the Borrowers or the Businesses of the Borrowers. 

    


    5.08 Margin
      Regulations; Investment Company Act.

    


    (a) No
      Credit
      Party is engaged or will engage, principally or as one of its important
      activities, in the business of purchasing or carrying margin stock (within
      the
      meaning of Regulation U issued by the FRB), or extending credit for the
      purpose of purchasing or carrying margin stock and no part of the Letters of
      Credit or proceeds of the Loans will be used, directly or indirectly, for the
      purpose of purchasing or carrying any margin stock.

    


    (b) None
      of
      the Parent or any Borrower (i) is or is required to be registered as an
“investment company” under the Investment Company Act of 1940 or (ii) subject to
      regulation under any other Law which limits its ability to incur the
      Obligations.

    


    5.09 Compliance
      with Laws.

    


    (a) Each
      Credit Party is in compliance in all material respects with the requirements
      of
      all Laws and all orders, writs, injunctions and decrees applicable to it or
      to
      its properties, except in such instances in which (a) such requirement of Law
      or
      order, writ, injunction or decree is being contested in good faith by
      appropriate proceedings diligently conducted or (b) the failure to comply
      therewith, either individually or in the aggregate, could not reasonably be
      expected to have a Material Adverse Effect. 

    


    (b) To
      the
      knowledge of the Responsible Officers of the Borrowers, each of the Borrowing
      Base Assets, and the uses of the Borrowing Base Assets, are in compliance in
      all
      material respects with the requirements of all Laws and all orders, writs,
      injunctions and decrees applicable to the Borrowing Base Assets (including,
      without limitation, building and zoning laws and Healthcare Laws), except in
      such instances in which (i) such requirement of Law or order, writ, injunction
      or decree is being contested in good faith by appropriate proceedings diligently
      conducted or (ii) the failure to comply therewith, either individually or in
      the
      aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

    


    5.10 Ownership
      of Property; Liens.

    


    Each
      Borrower has good record and marketable title in fee simple to, or valid
      leasehold interests in, all real property necessary or used in the ordinary
      conduct of its business (including, in any case, each of the Borrowing Base
      Assets), except for such defects in title as could not, individually or in
      the
      aggregate, reasonably be expected to have a Material Adverse Effect. The
      property of the Borrowers is subject to no Liens, other than Permitted Liens.
      

    


    5.11 Corporate
      Structure; Capital Stock, Etc.

    


    As
      of the
      Closing Date and as of each date on which such schedule is subsequently updated
      pursuant to the terms hereof through the delivery of a Compliance Certificate,
      Schedule 5.11
      correctly sets forth the corporate structure of Parent and each of its
      Subsidiaries (including each of the Subsidiary Guarantors), as well as the
      entity and ownership structure of the Parent and the Borrowers and the correct
      legal name and the jurisdiction of formation of the Parent and each of its
      Subsidiaries. Also included on Schedule
      5.11
      is a
      listing of the number of shares of each class of Capital Stock outstanding
      with
      respect to each Borrower, the Persons holding equity interests in such
      Borrowers, their percentage equity or voting interest in the Borrowers and
      the
      number and effect, if exercised, of all outstanding options, warrants, rights
      of
      conversion or purchase and all other similar rights with respect thereto. Except
      as set forth on Schedule
      5.11,
      as of
      the Closing Date: (i) no Borrower has issued to any third party any securities
      convertible into any equity interest in such Borrower, or any options, warrants
      or other rights to acquire any securities convertible into any such equity
      interest, and (ii) the outstanding Capital Stock of each Borrower is owned
      by
      the Persons indicated on Schedule 5.11,
      is
      validly issued, fully paid and non-assessable, and is free and clear of all
      Liens, warrants, options and rights of others of any kind whatsoever. Each
      Person owning a Borrowing Base Property is a Borrower hereunder. Each Borrower
      is a Wholly Owned Subsidiary of the Parent. No Borrower holds or otherwise
      has
      any interest in any Capital Stock of any other Person. Each Subsidiary of the
      Parent is either a Borrower, a Subsidiary Guarantor or an Unrestricted
      Subsidiary. 

    


    5.12 Real
      Property Assets; Leases.

    


    (a) Part I
      of Schedule 5.12
      (as
      updated pursuant to the terms hereof through the delivery of a Compliance
      Certificate) is a true and complete list as of the Closing Date of (i) the
      street address of each Borrowing Base Asset, (ii) the Borrower which owns each
      such Borrowing Base Asset, (iii) the facility type of each such Borrowing Base
      Asset, (iv) the Facility Leases to which each such Borrowing Base Asset is
      subject, and (v) the name and address of the applicable Tenant. The applicable
      Borrower has a fee simple title to or holds a ground lease interest pursuant
      to
      an Eligible Ground Lease in each Borrowing Base Asset listed on
      Schedule 5.12 hereto and such schedule correctly sets forth the type of
      interest (fee or leasehold) held by each Borrower in each Borrowing Base Asset.
      Each parcel of real property identified on Part I of Schedule 5.12 is
      a Real Property Asset that qualifies as a Borrowing Base Asset pursuant to
      the
      terms hereof and which is subject to a first priority lien (subject to Permitted
      Liens) in favor of the Administrative Agent (for the benefit of the Lenders)
      pursuant to a properly-recorded Mortgage Instrument and Assignment of
      Leases.

    


    (b) Part II
      of Schedule 5.12
      (as
      updated pursuant to the terms hereof through the delivery of a Compliance
      Certificate) is a true and complete list as of the Closing Date of (i) the
      street address of each other Real Property Asset owned by any Borrower, (ii)
      the
      applicable Borrower which owns each such other Real Property Asset, (iii) the
      facility type of each such other Real Property Asset, (iv) the lease(s) to
      which
      each such other Real Property Asset is subject, and (v) the name and address
      of
      the Tenants with respect to each such other Real Property Asset.

    


    (c) Part III
      of Schedule 5.12
      (as
      updated pursuant to the terms hereof through the delivery of a Compliance
      Certificate) properly sets forth the names and addresses of all Tenants with
      respect to the Real Property Assets who are, to the knowledge of any Responsible
      Officer of the Borrowers, (i) delinquent in paying any franchise, business,
      intangible, personal property taxes or real estate taxes due beyond the later
      of
      the applicable grace period with respect thereto, if any, and forty five (45)
      days and/or (ii) the subject of any Bankruptcy Event.

    


    (d) Part IV
      of Schedule 5.12
      (as
      updated pursuant to the terms hereof through the delivery of a Compliance
      Certificate) properly identifies all Facility Leases in existence as of the
      date
      hereof with respect to the Borrowing Base Assets, together with the applicable
      Tenant and the remaining term of each such Facility Lease.

    


    (e) Part V
      of Schedule 5.12
      (as
      updated pursuant to the terms hereof through the delivery of a Compliance
      Certificate) properly sets forth all subleases with respect to the Facility
      Leases relating to any of the Borrowing Base Assets, the termination of which
      could result in a material adverse effect on the applicable Tenant’s ability to
      continue to make scheduled payments to the applicable Borrower under the
      applicable Facility Lease, together with the applicable tenant with respect
      thereto, the remaining term of the sublease and whether or not such tenant
      is
      current on payments due thereunder.

    


    (f) To
      the
      knowledge of the Responsible Officers of the Borrowers, each of the facilities
      located on the Borrowing Base Assets owned by the Borrowers is currently in
      good
      repair, working order and condition without any material structural or
      engineering defects or conditions. To the knowledge of the Responsible Officers
      of the Borrowers, no condemnation or condemnation proceeding has been instituted
      and remained undismissed for a period in excess of thirty (30) consecutive
      days, in each case, with respect to a material portion of any Real Property
      Asset listed as a Borrowing Base Asset on Part I of Schedule
      5.12.
      To the
      knowledge of the Responsible Officers of the Borrowers, no material casualty
      event has occurred with respect to the improvements located on any Real Property
      Asset listed as a Borrowing Base Asset on Part I of Schedule
      5.12
      which
      has not been (or, if applicable) will not be able to be) fully remediated with
      available insurance proceeds. 

    


    5.13 Material
      Contracts; Additional Contractual Obligations.

    


    Schedule 5.13
      (as
      updated pursuant to the terms hereof through the delivery of a Compliance
      Certificate) is a true, correct and complete listing of all Material Contracts
      as of the Closing Date (other than those set forth on Part V of Schedule
      5.12).
      No
      event of default, or event or condition which with the giving of notice, the
      lapse of time, a determination of materiality, the satisfaction of any other
      condition or any combination of the foregoing, would constitute such an event
      of
      default, exists with respect to any such Material Contract. Except
      as
      set forth on Schedule
      5.13,
      no
      Borrower is a party to any contract or agreement that is subject to the Federal
      Assignment of Claims Act, as amended (31 U.S.C. Section 3727) or any
      similar state or local law. 

    


    5.14 Investments.

    


    All
      Investments of each Borrower are Investments permitted pursuant to Section
      7.04(b).

    


    5.15 Solvency.

    


    The
      Credit Parties are Solvent on a consolidated basis.

    


    5.16 Taxes.

    


    The
      Credit Parties have filed all Federal, state and other material tax returns
      and
      reports required to be filed, and have paid all Federal, state and other
      material taxes, assessments, fees and other governmental charges levied or
      imposed upon them or their properties (including all Real Property Assets),
      income or assets otherwise due and payable, except those which are being
      contested in good faith by appropriate proceedings diligently conducted and
      for
      which adequate reserves have been established in accordance with GAAP. To the
      knowledge of the Responsible Officers of the Parent and the Borrowers, there
      is
      no proposed tax assessment against any Credit Party that would, if made, have
      a
      Material Adverse Effect.

    


    5.17 REIT
      Status.

    


    The
      Parent is taxed as a “real estate investment trust” within the meaning of
      Section 856(a) of the Code and each of the Borrowers are Qualified REIT
      Subsidiaries.

    


    5.18 Insurance.

    


    All
      insurance coverage of the Borrowers and all insurance coverage of the Tenants
      with respect to the Real Property Assets of the Borrowers, in each case, as
      in
      existence as of the Closing Date and as of each date on which such schedule
      is
      subsequently updated pursuant to the terms hereof through the delivery of a
      Compliance Certificate, is described on the certificates attached hereto as
      Schedule 5.18.

    


    5.19 Healthcare;
      Facility Representations and Warranties.

    


    (a) Compliance
      With Healthcare Laws.
      Without
      limiting the generality of Section 5.09
      hereof
      or any other representation or warranty made herein, neither the Parent nor
      any
      of the Borrowers and, to the knowledge of the Responsible Officers of the Parent
      and the Borrowers, no Tenant, is in material violation of any applicable
      statutes, laws, ordinances, rules and regulations of any Governmental Authority
      with respect to regulatory matters primarily relating to patient healthcare
      (including without limitation Section 1128B(b) of the Social Security Act,
      as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties Involving
      Medicare or State Health Care Programs), commonly referred to as the “Federal
      Anti-Kickback Statute,” and the Social Security Act, as amended,
      Section 1877, 42 U.S.C. Section 1395nn (Prohibition Against Certain
      Referrals), commonly referred to as “Stark Statute” (collectively, “Healthcare
      Laws”)
      where
      such violation would result in a Material Adverse Effect. The Parent and each
      of
      the Borrowers (if applicable) and, to the knowledge of the Responsible Officers
      of the Parent and the Borrowers, each of the Tenants, have maintained in all
      material respects all records required to be maintained by the Joint Commission
      on Accreditation of Healthcare Organizations, the Food and Drug Administration,
      Drug Enforcement Agency and State Boards of Pharmacy and the federal and state
      Medicare and Medicaid programs as required by the Healthcare Laws and, to the
      knowledge of the Responsible Officers of the Parent and the Borrowers, there
      are
      no notices of material violations of the Healthcare Laws with respect to the
      Parent, the Borrowers, any Tenant or any of the Real Property Assets owned
      by
      any Borrower. 

    (b) Licenses,
      Permits, and Certifications.
      

    


    (i) To
      the
      knowledge of the Responsible Officers of the Parent and the Borrowers, each
      Tenant has such permits, licenses, franchises, certificates and other approvals
      or authorizations of Governmental Authorities as are necessary under applicable
      law or regulations to own its properties and to conduct its business and to
      receive reimbursement under Medicare and Medicaid (including without limitation
      such permits as are required under such federal, state and other health care
      laws, and under such HMO or similar licensure laws and such insurance laws
      and
      regulations, as are applicable thereto), if the failure to obtain such permits,
      licenses, franchises, certificates and other approvals or authorizations could
      reasonably be expected to result in a Material Adverse Effect. Notwithstanding
      the foregoing, no Borrower is the owner of any licenses or permits required
      for
      the provision of Medical Services at any of the Real Property Assets.


    


    (ii) To
      the
      knowledge of the Responsible Officers of the Parent and the Borrowers, each
      Tenant has all Medicare, Medicaid and related agency supplier billing number(s)
      and related documentation necessary to submit reimbursement claims to Medicare
      and/or Medicaid for any Medical Service furnished by such Person in any
      jurisdiction where it conducts business if the failure to obtain billing
      number(s) or related documentation could reasonably be expected to result in
      a
      Material Adverse Effect. To the knowledge of the Responsible Officers of the
      Parent and the Borrowers, no Tenant is currently subject to suspension,
      revocation, renewal or denial of its Medicare and/or Medicaid certification,
      supplier billing number(s), or Medicare and/or Medicaid participation
      agreement(s).  

    


    (iii) To
      the
      knowledge of the Responsible Officers of the Parent and the Borrowers, each
      of
      the facilities located on the Real Property Assets owned by the Borrowers are
      currently accredited by the Joint Commission on Accreditation of Healthcare
      Organizations (“JCAHO”)
      or any
      other required Governmental Authority and is duly licensed to operate in the
      manner currently operated, as required under applicable Laws. In addition,
      to
      the knowledge of the Responsible Officers of the Parent and the Borrowers,
      each
      such facility is in compliance in all material respects with the applicable
      provisions of every law, ordinance, statute, regulation, order, standard,
      restriction or rule of any federal, state or local government or
      quasi-governmental body, agency, board or authority having jurisdiction over
      the
      operation thereof, including, without limitation, health care and fire safety
      codes. 

    


    (c) HIPAA
      Compliance.
      Neither
      the Parent nor any Borrower is a “covered entity” within the meaning of
      HIPAA.
      In
      addition, to the knowledge of the Responsible Officers of the Parent and the
      Borrowers, neither the Parent nor any Borrower is the subject of any civil
      or
      criminal penalty, process, claim, action or proceeding, or any administrative
      or
      other regulatory review, survey, process or proceeding (other than routine
      surveys or reviews conducted by any government health plan or other
      accreditation entity) that could reasonably be expected to cause a Material
      Adverse Effect.

    


    (d) Medical
      Services.
      No
      Credit Party is in the business of providing Medical Services.

     

    5.20 Disclosure.

    


    Each
      Credit Party has disclosed to the Administrative Agent and the Lenders all
      agreements, instruments and corporate or other restrictions to which it or
      any
      of its Subsidiaries is subject, and all other matters known to it, that,
      individually or in the aggregate, could reasonably be expected to result in
      a
      Material Adverse Effect. To each Credit Party’s knowledge, no report, financial
      statement, certificate or other information furnished (whether in writing or
      orally) by or on behalf of any Credit Party to the Administrative Agent or
      any
      Lender in connection with the transactions contemplated hereby and the
      negotiation of this Agreement or delivered hereunder or under any other Credit
      Document (in each case, as modified or supplemented by other information so
      furnished) contains any material misstatement of fact or omits to state any
      material fact necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided that, with
      respect to projected financial information, each Credit Party represents only
      that, to each Credit Party’s knowledge, such information was prepared in good
      faith based upon assumptions believed to be reasonable at the time, with the
      understanding that certain of such information is prepared or provided by each
      Credit Party based upon information and assumptions provided to such Credit
      Parties by tenants of such Credit Parties.

    


    


    ARTICLE
      VI

    AFFIRMATIVE
      COVENANTS

    


    The
      Borrowers hereby covenant and agree (on their own behalf and on behalf of the
      Subsidiary Guarantors and/or Parent, as applicable) that until the Obligations,
      together with interest, fees and other obligations hereunder, have been paid
      in
      full and the Revolving Commitments hereunder shall have terminated:

    


    6.01 Financial
      Statements.

    


    The
      Borrowers shall deliver to the Administrative Agent (and the Administrative
      Agent shall disseminate such information pursuant to the terms of Section 6.02
      hereof),
      in form and detail reasonably satisfactory to the Administrative Agent and
      the
      Required Lenders:

    


    (a) as
      soon
      as available, but in any event within one hundred fifteen (115) days after
      the
      end of each fiscal year of the Parent (or if earlier, the date that is fifteen
      (15) days after the reporting date for such information required by the SEC),
      a
      consolidated balance sheet of the Consolidated Parties as at the end of such
      fiscal year, and the related consolidated statements of earnings, shareholders’
equity and cash flows for such fiscal year, setting forth in each case in
      comparative form the figures for the previous fiscal year, all in reasonable
      detail and prepared in accordance with GAAP, audited and accompanied by (i)
      a
      report and opinion of a Registered Public Accounting Firm of nationally
      recognized standing reasonably acceptable to the Required Lenders, which report
      and opinion shall be prepared in accordance with generally accepted auditing
      standards and applicable Securities Laws and shall not be subject to any “going
      concern” or like qualification or exception or any qualification or exception as
      to the scope of such audit and (ii) an attestation report of such Registered
      Public Accounting Firm as to the Borrower’s internal controls pursuant to
      Section 404 of Sarbanes-Oxley expressing a conclusion that the Parent has
      maintained effective internal controls over financial reporting based on COSO
      criteria; provided, that the Administrative Agent hereby agrees that a Form
      10-K
      of the Parent in form similar to that delivered as part of the Audited Financial
      Statements shall satisfy the requirements of this Section
      6.01(a);
      and

    


    (b) as
      soon
      as available, but in any event within sixty (60) days after the end of each
      of
      the first three (3) fiscal quarters of each fiscal year of the Parent (or if
      earlier, the date that is fifteen (15) days after the reporting date for such
      information required by the SEC), a consolidated balance sheet of the
      Consolidated Parties as at the end of such fiscal quarter, and the related
      consolidated statements of earnings, shareholders’ equity and cash flows for
      such fiscal quarter and for the portion of the Parent’s fiscal year then ended,
      setting forth in each case in comparative form the figures for the corresponding
      fiscal quarter of the previous fiscal year and the corresponding portion of
      the
      previous fiscal year, all in reasonable detail and certified by a Responsible
      Officer of the Parent as fairly presenting the financial condition, results
      of
      operations, shareholders’ equity and cash flows of the Consolidated Parties in
      accordance with GAAP, subject only to normal year-end audit adjustments and
      the
      absence of footnotes; provided, that the Administrative Agent hereby agrees
      that
      a Form 10-Q of the Parent in form similar to that delivered to the SEC shall
      satisfy the requirements of this Section
      6.01(b).

    


    6.02 Certificates;
      Other Information.

    


    The
      Borrowers shall deliver to the Administrative Agent (and the Administrative
      Agent shall disseminate such information pursuant to the terms of this
Section 6.02),
      in
      form and detail reasonably satisfactory to the Administrative Agent and the
      Required Lenders:

    


    (a) concurrently
      with the delivery of the financial statements referred to in Sections 6.01(a)
      and
(b),
      a duly
      completed Compliance Certificate signed by a Responsible Officer of the
      Parent;

    


    (b) within
      fifty (50) days after the end of each fiscal quarter, a Borrowing Base
      Certificate calculated as of the end of the immediately prior fiscal quarter,
      duly completed and executed by a Responsible Officer of the Parent; provided,
      however, the Borrower Representative may, at its option, provide an updated
      Borrowing Base Certificate more frequently than quarterly;

    


    (c) within
      forty five (45) days following the date on which such statements and
      calculations are due to the respective Borrowers from the respective Tenants,
      quarterly operating statements and Occupancy Rate calculations concerning each
      of the then-existing Borrowing Base Assets;

    


    (d) within
      thirty (30) days after the end of each fiscal year of the Parent, beginning
      with
      the fiscal year ending December 31, 2006, an annual operating forecast of
      the Parent containing, among other things, pro forma financial statements for
      the then current fiscal year and updated versions of the pro forma financial
      projections delivered in connection with Section 4.01(g)
      hereof;

    


    (e) promptly
      after any request by the Administrative Agent, copies of any detailed audit
      reports, management letters or recommendations submitted to the board of
      directors by the independent accountants of the Parent (or the audit committee
      of the board of directors of the Parent) in respect of the Parent (and, to
      the
      extent any such reports, letters or recommendations are prepared separately
      for
      any one or more of the Borrowers, such Borrower(s)) by independent accountants
      in connection with the accounts or books of the Parent (or such Borrower(s))
      or
      any audit of the Parent (or such Borrower(s));

    


    (f) promptly
      after the same are available, (i) copies of each annual report, proxy or
      financial statement or other report or communication sent to the stockholders
      of
      the Parent, and copies of all annual, regular, periodic and special reports
      and
      registration statements which the Parent may file or be required to file with
      the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or
      to a holder of any Indebtedness owed by the Parent in its capacity as such
      holder and not otherwise required to be delivered to the Administrative Agent
      pursuant hereto and (ii) upon the request of the Administrative Agent, all
      reports and written information to and from the United States Environmental
      Protection Agency, or any state or local agency responsible for environmental
      matters, the United States Occupational Health and Safety Administration, or
      any
      state or local agency responsible for health and safety matters, or any
      successor agencies or authorities concerning environmental, health or safety
      matters;

    


    (g) promptly
      upon receipt thereof, a copy of any other report or “management letter”
submitted by independent accountants to the Parent or any Borrower in connection
      with any annual, interim or special audit of the books of the Parent (or any
      such Borrower(s));

    


    (h) promptly
      upon any Responsible Officer of the Parent or the Borrowers becoming aware
      thereof, notice of (i) the existence of any contemplated offering, placement
      or
      arrangement which will constitute an Event of Default under the terms of
Section 8.01(l),
      (ii)
      any matter that has resulted or could reasonably be expected to result in a
      Material Adverse Effect, (iii) the occurrence of any Internal Control Event
      and
      (iv) any other Default or Event of Default; and

    


    (i) promptly,
      such additional information regarding the business, financial or corporate
      affairs of the Borrowers, or compliance with the terms of the Credit Documents,
      as the Administrative Agent or any Lender (through the Administrative Agent)
      may
      from time to time reasonably request.

    


    Documents
      required to be delivered pursuant to Section 6.01(a)
      or
(b)
      or
Section 6.02(b),
      (c),
      (d),
      or
(e)
      may be
      delivered electronically and if so delivered, shall be deemed to have been
      delivered on the date (i) on which the Parent or the Borrowers post such
      documents, or provides a link thereto on the Parent’s website on the Internet at
      the website address listed on Schedule 10.02;
      or (ii)
      on which such documents are posted by the Administrative Agent (on the
      Borrowers’ behalf) on IntraLinks/IntraAgency or another relevant website, if
      any, to which each Lender and the Administrative Agent have access (whether
      a
      commercial, third-party website or whether sponsored by the Administrative
      Agent); provided that: (A) the Borrowers shall deliver paper copies of such
      documents to the Administrative Agent or any Lender (through the Administrative
      Agent) that requests the Borrowers to deliver such paper copies until a written
      request to cease delivering paper copies is given by the Administrative Agent
      or
      such Lender (through the Administrative Agent) and (B) the Borrowers shall
      notify (which may be by facsimile or electronic mail) the Administrative Agent
      and each Lender (through the Administrative Agent) of the posting of any such
      documents (each Lender to which delivery of such documents shall be made by
      posting to any such website shall have been given access to such website on
      or
      prior to the date of such posting) and provide to the Administrative Agent
      by
      electronic mail electronic versions (i.e., soft copies) of such documents.
      Notwithstanding anything contained herein, in every instance the Parent shall
      be
      required to provide paper copies of the Compliance Certificates required by
      Section 6.02(a)
      to the
      Administrative Agent and each of the Lenders (through the Administrative Agent).
      Except for such Compliance Certificates, the Administrative Agent shall have
      no
      obligation to request the delivery or to maintain copies of the documents
      referred to above, and in any event shall have no responsibility to monitor
      compliance by the Parent or the Borrowers with any such request for delivery,
      and each Lender shall be solely responsible for requesting delivery to it or
      maintaining its copies of such documents.

    


    The
      Borrowers (and the Borrower Representative) hereby acknowledge that (x) the
      Administrative Agent will make available to the Lenders materials and/or
      information provided by or on behalf of the Borrowers hereunder (collectively,
      the “Borrower
      Materials”)
      by
      posting the Borrower Materials on IntraLinks or another similar electronic
      system (the “Platform”)
      and
      (y) certain of the Lenders may be “public-side” Lenders (i.e.,
      Lenders
      that do not wish to receive material non-public information with respect to
      the
      Borrowers or their securities) (each, a “Public
      Lender”).
      The
      Borrowers (and the Borrower Representative) hereby further agree that (ww)
      all
      Borrower Materials that are to be made available to Public Lenders shall be
      clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
      the word “PUBLIC” shall appear prominently on the first page thereof (xx) by
      marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have
      authorized the Administrative Agent and the Lenders to treat such Borrower
      Materials as either publicly available information or not material information
      (although it may be sensitive and proprietary) with respect to the Borrowers
      or
      their securities for purposes of United States federal and state securities
      laws
      (provided,
      however,
      that to
      the extent such Borrower Materials constitute Confidential Information, they
      shall be treated as set forth in Section 10.08);
      (yy)
      all Borrower Materials marked “PUBLIC” are permitted to be made available
      through a portion of the Platform designated as “Public;” and (zz) the
      Administrative Agent shall be entitled to treat any Borrower Materials that
      are
      not marked “PUBLIC” as being suitable only for posting on a portion of the
      Platform not marked as “Public.”

    


    6.03 Preservation
      of Existence and Franchises.

    


    Each
      Credit Party will do all things necessary to preserve and keep in full force
      and
      effect its existence, rights, franchises and authority. Each Credit Party shall
      remain qualified and in good standing in each jurisdiction in which the failure
      to so qualify and be in good standing could have a Material Adverse
      Effect.

    


    6.04 Books
      and Records.

    


    Each
      Credit Party will keep complete and accurate books and records of its
      transactions in accordance with good accounting practices on the basis of
      GAAP.

    


    6.05 Compliance
      with Law.

    


    Each
      Credit Party will comply with all Laws, rules, regulations and orders, and
      all
      applicable restrictions imposed by all Governmental Authorities (including,
      without limitation, building and zoning laws and all Healthcare Laws),
      applicable to it and all of its real and personal property (including, without
      limitation, each Real Property Asset owned by any Borrower) if noncompliance
      with any such law, rule, regulation, order or restriction could have a Material
      Adverse Effect. Each Borrower will comply with all terms and conditions of
      all
      Material Contracts to which it is a party to the extent that that such
      non-compliance could have a Material Adverse Effect.

    


    6.06 Payment
      of Taxes and Other Indebtedness.

    


    Each
      Credit Party will pay and discharge (or cause to be paid or discharged) (a)
      all
      taxes (including, without limitation, any corporate or franchise taxes),
      assessments and governmental charges or levies imposed upon it, or upon its
      income or profits, or upon any of its properties (including, without limitation,
      each Real Property Asset owned by any Borrower), before they shall become
      delinquent, (b) all lawful claims (including claims for labor, materials and
      supplies) which, if unpaid, might give rise to a Lien (other than a Permitted
      Lien) upon any of its properties, and (c) except as prohibited hereunder, all
      of
      its other Indebtedness as it shall become due; provided, however, that no Credit
      Party shall be required to pay any such tax, assessment, charge, levy, claim
      or
      Indebtedness which is being contested in good faith by appropriate proceedings
      and as to which adequate reserves therefor have been established in accordance
      with GAAP, unless the failure to make any such payment (i) could give rise
      to an
      immediate right to foreclose on a Lien securing such amounts in respect of
      any
      Real Property Assets owned by the Borrower or (ii) could have a Material Adverse
      Effect.

    


    6.07 Insurance.

    


    In
      addition to the requirements of any of the other Credit Documents, the Parent
      and the Borrowers shall maintain, or with respect to any Borrowing Base Asset
      leased by a Borrower to an Eligible Tenant, cause the applicable Eligible
      Tenant, to maintain, insurance policies and coverages indicated on the
      certificates attached hereto as Schedule
      5.18,
      subject
      to changes in policies and coverages based on the availability of insurance
      for
      Persons engaged in similar types of properties in the applicable location,
      in
      each case as approved by the Administrative Agent in its reasonable discretion.
      The Borrowers will deliver to the Administrative Agent (a) within ten (10)
      days
      of receipt of notice from any insurer a copy of any notice of cancellation
      or
      material change in coverage from that existing on the date hereof and (b)
      promptly upon receipt, notice of any cancellation or nonrenewal of coverage
      by
      the Parent or any Borrower thereof. The Administrative Agent shall be named
      as
      loss payee or mortgagee, as its interest may appear, and/or additional insured
      with respect to any insurance procured with respect to the Borrowing Base Assets
      and each provider of any such insurance shall agree, by endorsement upon the
      policy or policies issued by it or by independent instruments furnished to
      the
      Administrative Agent, that it will give the Administrative Agent (i)
      thirty (30) days prior written notice before any such policy or policies
      shall be canceled and (ii) fifteen (15) days prior written notice before any
      policy or policies shall be altered. 

    


    6.08 Maintenance
      of Property.

    


    In
      addition to the requirements of any of the other Credit Documents, the Borrowers
      shall (a) protect and preserve, or cause to be protected and preserved all
      Borrowing Base Assets and maintain, or cause to be maintained, in good repair,
      working order and condition all Borrowing Base Assets, ordinary wear and tear
      excepted, and (b) from time to time make, or cause to be made, all needed and
      appropriate repairs, renewals, replacements and additions to such Borrowing
      Base
      Assets, so that the business carried on in connection therewith may be properly
      and advantageously conducted at all times. No Borrower owns any material
      intellectual property.

    


    6.09 Performance
      of Obligations.

    


    The
      Credit Parties will pay and discharge at or before maturity, or prior to
      expiration of applicable notice, grace and curative periods, all their
      respective material obligations and liabilities, including, without limitation,
      tax liabilities, except where the same may be contested in good faith by
      appropriate proceedings, and will maintain, in accordance with GAAP, appropriate
      reserves for the accrual of any of the same.

    


    6.10 Visits
      and Inspections.

    


    The
      Borrowers (subject to applicable Facility Leases), shall permit representatives
      or agents of any Lender or the Administrative Agent, from time to time, and,
      if
      no Event of Default shall have occurred and be continuing, after reasonable
      prior notice, but not more than twice annually and only during normal business
      hours to: (a) visit and inspect all Borrowing Base Assets to the extent any
      such
      right to visit or inspect is within the control of such Person; (b) inspect
      and
      make extracts from their respective books and records, including but not limited
      to management letters prepared by independent accountants; and (c) discuss
      with
      its principal officers, and its independent accountants, its business,
      properties, condition (financial or otherwise), results of operations and
      performance. If requested by the Administrative Agent, the Parent or the
      Borrowers, as applicable, shall execute an authorization letter addressed to
      its
      accountants authorizing the Administrative Agent or any Lender to discuss the
      financial affairs of the Parent or any Borrower with its
      accountants.

    


    6.11 Use
      of Proceeds/Purpose of Loans and Letters of Credit.

    


    The
      Borrowers shall use the proceeds of all Loans and use Letters of Credit only
      for
      the purpose of (i) on the Closing Date to refinance existing Indebtedness of
      the
      Borrowers under the 2004 Credit Facility and (ii) on and after the Closing
      Date
      to finance general corporate working capital (including asset acquisitions)
      or
      other corporate purposes of the Borrowers and the other Credit Parties (to
      the
      extent not inconsistent with the Credit Parties’ covenants and obligations under
      this Credit Agreement and the other Credit Documents).

    


    6.12 Financial
      Covenants.

    


    (a) Consolidated
      Leverage Ratio.
      The
      Borrowers shall cause the Consolidated Leverage Ratio, as of any date of
      calculation, to be equal to or less than 5.25 to 1.00; provided
      however,
      notwithstanding the foregoing, following any Acquisition or series of
      Acquisitions by the Parent or any Subsidiary of the Parent (other than a
      Borrower, except to the extent permitted by Section 7.04(b) hereunder), and
      following the delivery of an Acquisition Leverage Ratio Notice (as defined
      below), the Borrowers shall have the ability to increase the applicable
      Consolidated Leverage Ratio to a level equal to or less than 5.50 to 1.00 (the
      “Acquisition
      Leverage Ratio”)
      with
      respect to the next two (2) fiscal quarter periods immediately following such
      Acquisition or series of Acquisitions; provided,
      further,
      however,
      the
      Acquisition Leverage Ratio (i) may not be invoked by the Borrowers more than
      two
      (2) times during the term of this Agreement (i.e., an aggregate of four (4)
      fiscal quarters) and (ii) shall not be applicable to more than two (2) fiscal
      quarters during any three (3) consecutive fiscal quarter period. For purposes
      of
      this Section
      6.12(a),
      the
      term “Acquisition
      Leverage Ratio Notice”
shall
      mean a written notice from Borrowers to the Administrative Agent (i) delivered
      not later than the last day of the initial fiscal quarter in which the
      Borrowers’ seek to invoke the Acquisition Leverage Ratio and (ii) which
      describes the Acquisition or series of Acquisitions which formed the basis
      for
      such request (including without limitation, a pro forma calculation of the
      Consolidated Leverage Ratio immediately prior to and after giving effect to
      such
      Acquisition or series of Acquisitions) and otherwise in form and substance
      reasonably satisfactory to the Administrative Agent. 

    


    (b) Consolidated
      Fixed Charge Coverage Ratio.
      The
      Borrowers shall cause the Consolidated Fixed Charge Coverage Ratio, as of any
      date of calculation, to be equal to or greater than 1.75 to 1.00.

    


    (c) Consolidated
      Tangible Net Worth.
      The
      Borrowers shall cause the Consolidated Tangible Net Worth as of the end of
      any
      fiscal quarter to be equal to or greater than the sum of (i) $500,000,000
plus
      (ii) an
      amount equal to 100% of the net cash proceeds received by the Consolidated
      Parties from Equity Transactions during the period commencing as of the Closing
      Date and ending as of the last day of the fiscal quarter for which such
      calculation is being performed.

    


    (d) Distribution
      Limitation.
      The
      Borrowers shall cause the cash distributions to the Parent’s shareholders made
      or declared by the Parent, for the period from December 31, 2005 and ending
      as
      of the most recently completed fiscal quarter, to be equal to or less than
      ninety-five percent (95%) (or such greater amount as is required for the Parent
      to maintain REIT status) of the aggregate cumulative Funds From Operations
      accrued during such period. Notwithstanding anything to the contrary contained
      in this Section
      6.12(d),
      the
      Parent may (i) distribute to the Parent’s shareholders any and all cash proceeds
      received by the Parent in connection with any issuance or sale of shares of
      its
      Capital Stock and (ii) make unlimited distributions to the Parent’s shareholders
      payable solely in the form of common stock of the Parent).

    


    6.13 Environmental
      Matters.

    


    (a) Each
      of
      the Parent and the Borrowers shall comply with all Environmental Laws in respect
      of the Borrowing Base Assets. The Parent and the Borrowers shall promptly take
      all actions necessary to prevent the imposition of any Liens on any of the
      Borrowing Base Assets arising out of or related to any Environmental Laws.
      

    


    (b) In
      respect of any Borrowing Base Asset, if any of the Parent or any Borrower shall
      (a) receive notice that any violation of any Environmental Law may have been
      committed or is about to be committed by such Person, (b) receive notice that
      any administrative or judicial complaint or order has been filed or is about
      to
      be filed against the Parent or any Borrower alleging violations of any
      Environmental Law or requiring any such Person to take any action in connection
      with the release of any Hazardous Substance or (c) receive any notice from
      a
      Governmental Authority or private party alleging that any such Person may be
      liable or responsible for costs associated with a response to or cleanup of
      a
      release of a Hazardous Substance or any damages caused thereby, the Parent
      or
      the applicable Borrower shall provide the Administrative Agent with a copy
      of
      such notice within ten (10) days after the receipt thereof by the Parent or
      any
      Borrower. To the extent requested by the Administrative Agent, any Borrower
      owning any Borrowing Base Asset or any Real Property Asset which is proposed
      for
      qualification as such shall execute and deliver to the Administrative Agent
      an
      environmental indemnity agreement with respect to thereto in form and substance
      acceptable to the Administrative Agent.

    


    6.14 REIT
      Status.

    


    (a) The
      Borrowers shall, for the entire term of this Credit Agreement, retain their
      Qualified REIT Subsidiary status.

    


    (b) The
      Parent shall, at all times during the term hereof, maintain its status as a
      REIT.

    


    6.15 New
      Subsidiaries.

    


    (a) Upon
      the
      acquisition, incorporation or other creation of any direct or indirect
      Subsidiary of the Parent which owns or is to own a Borrowing Base Asset, the
      Borrowers shall (i) cause such Subsidiary to become a Borrower hereunder through
      the execution and delivery to the Administrative Agent of a Borrower Joinder
      Agreement on or before the earlier of (A) the date on which a Real Property
      Asset owned by such Subsidiary is included in any calculation (pro forma or
      otherwise) of the Borrowing Base Amount and (B) the deadline for the delivery
      of
      the next Compliance Certificate pursuant to Section 6.02(a)),
      and
      (ii) cause such Subsidiary to deliver such other documentation as the
      Administrative Agent may reasonably request in connection with the foregoing,
      including, without limitation, certified resolutions and other organizational
      and authorizing documents of such Subsidiary, favorable opinions of counsel
      to
      such Subsidiary (which shall cover, among other things, the legality, validity,
      binding effect and enforceability of the documentation referred to above),
      all
      in form, content and scope reasonably satisfactory to the Administrative Agent.
      

    


    (b) Upon
      the
      acquisition, incorporation or other creation of any other direct or indirect
      Subsidiary of the Parent (other than an Unrestricted Subsidiary), the Borrowers
      shall (i) cause such Subsidiary to become a Subsidiary Guarantor hereunder
      through the execution and delivery to the Administrative Agent of a Subsidiary
      Guarantor Joinder Agreement within thirty (30) days of the acquisition,
      incorporation or creation of such Subsidiary, and (ii) cause such Subsidiary
      to
      deliver such other documentation as the Administrative Agent may reasonably
      request in connection with the foregoing, including, without limitation,
      certified resolutions and other organizational and authorizing documents of
      such
      Subsidiary.

    


    6.16 Pledged
      Assets.

    


    The
      Borrowers shall at all times subject all Borrowing Base Assets and all of their
      respective personal property to first priority Liens (subject in any case to
      Permitted Liens) in favor of the Administrative Agent to secure the Obligations
      pursuant to the terms and conditions of the Credit Documents and such other
      additional security documents as the Administrative Agent shall reasonably
      request, and deliver all Borrowing Base Deliverables (and any updates to any
      of
      the information or materials delivered as a portion thereof) and such other
      documentation as the Administrative Agent may reasonably request in connection
      with the foregoing, all in form, content and scope reasonably satisfactory
      to
      the Administrative Agent. In furtherance of the Borrowers’ obligations under
      this Section 6.16,
      each of
      the Borrowers hereby agree that they shall, from time to time, at their own
      expense, promptly execute, deliver, file and/or record all further instruments
      and documents, and take all further action, that may be necessary or desirable,
      or that the Administrative Agent may reasonably request (including, without
      limitation, the procurement of landlord consents with respect to the assignment
      of the applicable Borrower’s interests in any Borrowing Base Assets), in order
      to (a) properly evidence the Borrowers’ Obligations hereunder or under any
      Credit Document or (b) perfect, continue and protect the Liens and security
      interests granted or purported to be granted by any Collateral Documents and
      to
      enable the Administrative Agent to exercise and enforce its rights and remedies
      hereunder and under any other Credit Document with respect to any Collateral.
      The applicable Borrower(s) shall promptly deliver to the Administrative Agent
      a
      copy of each such instrument and evidence of its proper filing or recording,
      as
      necessary.

    


    6.17 Appraisals.

    


    The
      Borrowers agree that the Administrative Agent shall have the right to request
      appraisals with respect to the Borrowing Base Assets and other Real Property
      Assets owned by them, that the Administrative Agent shall engage all appraisers
      with respect to such appraisals and that the Borrowers shall pay or reimburse
      to
      the Administrative Agent all reasonable and documented costs and expenses
      associated therewith to the extent required by and subject to the provisions
      of
Section 10.04
      hereof.

    


    6.18 Anti-Terrorism
      Laws.

    


    None
      of
      the Credit Parties nor any of their respective Affiliates (i) will conduct
      any
      business or will engage in any transaction or dealing with any Prohibited
      Person, including making or receiving any contribution of funds, goods or
      services to or for the benefit of any Prohibited Person, (ii) will deal in,
      or
      will engage in any transaction relating to, any property or interests in
      property blocked pursuant to the Executive Order; or (iii) will engage in or
      will conspire to engage in any transaction that evades or avoids, or has the
      purpose of evading or avoiding, or attempts to violate, any of the prohibitions
      set forth in the Executive Order or the Patriot Act. Each Borrower covenants
      and
      agrees to execute and/or deliver to Administrative Agent any certification
      or
      other evidence requested from time to time by Administrative Agent in its sole
      discretion, confirming such Borrower's compliance with this Section including,
      without limitation, any documentation which is necessary for ongoing compliance
      with any anti-money laundering Laws applicable to any Lender.

    


    


    ARTICLE
      VII

    NEGATIVE
      COVENANTS

    


    The
      Borrowers hereby covenant and agree (on their own behalf and on behalf of the
      Subsidiary Guarantors and/or Parent, as applicable) that until the Obligations,
      together with interest, fees and other obligations hereunder, have been paid
      in
      full and the Revolving Commitments hereunder shall have terminated:

    


    7.01 Liens.

    


    No
      Borrower shall, at any time, create, incur, assume or suffer to exist any Lien
      upon any of its assets or revenues, whether now owned or hereafter acquired,
      other than Permitted Liens. The Parent shall not create any Lien upon the
      Capital Stock of any Borrower.

    


    7.02 Indebtedness.

    


    No
      Borrower shall create, incur, assume or suffer to exist any Indebtedness,
      except:

    


    (a) Indebtedness
      under the Credit Documents;

    


    (b) Indebtedness
      of the Borrowers set forth in Schedule 7.02
      (and
      renewals, refinancings and extensions thereof on terms and conditions no less
      favorable to such Person than such existing Indebtedness); 

    


    (c) unsecured
      intercompany Indebtedness of any Borrower to any Credit Party; provided, that
      such Indebtedness shall be expressly subordinate in all respects to the
      Obligations on terms reasonably acceptable to the Administrative Agent;
      and

    


    (d) Indebtedness
      of the Borrowers arising solely from unsecured guarantees of Indebtedness of
      the
      Parent pursuant to any public or private debt offering (including, without
      limitation the Senior Notes and any additional senior or subordinated note
      issuance, convertible debentures, or similar public or private issuance, but
      specifically excluding any bank credit facility or similar debt
      facility).

    


    7.03 Fundamental
      Changes.

    


    Neither
      the Parent nor any Borrower shall merge, dissolve, liquidate, consolidate with
      or into another Person; provided,
      that,
      notwithstanding the foregoing provisions of this Section 7.03,
      (a) any
      Borrower may merge or consolidate with any other Borrower, (b) any Consolidated
      Party (including any Unrestricted Subsidiary) which is not a Credit Party may
      be
      merged or consolidated with or into any Credit Party provided that such Credit
      Party shall be the continuing or surviving corporation, (c) any Subsidiary
      Guarantor may be
      merged
      or consolidated with or into any other Subsidiary Guarantor
      and (d)
      any Subsidiary Guarantor may
      dissolve, liquidate or wind up its affairs at any time provided that such
      dissolution, liquidation or winding up, as applicable, could not reasonably
      be
      expected to have a Material Adverse Effect.

    


    7.04 Dispositions;
      Acquisitions.

    


    (a) The
      Borrowers shall not make any sale, lease, transfer or other disposition of
      (i)
      any Borrowing Base Asset, except to the extent permitted pursuant to
Section 7.12
      hereof;
      or (ii) any other material assets of the Borrowers unless (A) such sale, lease,
      transfer or other disposition is performed in the ordinary course of the
      Borrowers’ Businesses or (B) the consideration paid in connection with such
      other material assets (1) is in cash or Cash Equivalents, (2) is in an amount
      not less than the fair market value of the Property disposed of and (3) does
      not
      exceed, in the aggregate during any calendar year (for the all Borrowers and
      all
      such sales, leases, transfers or other dispositions) $500,000. The Parent shall
      not, in any case, transfer, sell, lease, pledge or otherwise dispose of the
      Capital Stock of the Borrowers held by it without the prior written consent
      of
      the Administrative Agent (which consent may be granted or withheld in the sole
      discretion of the Administrative Agent). 

    


    (b) The
      Borrowers shall not, without the prior written consent of the Administrative
      Agent (which consent may be granted or withheld in the sole discretion of the
      Administrative Agent), make any Investments or otherwise acquire any material
      real or personal property other than: (i) acquisitions of personal property
      in
      the ordinary course of business to the extent required to continue to operate
      the Borrowers’ Businesses in the manner in which they are currently being
      operated and (ii) investments in cash or Cash Equivalents. 

    


    7.05 Business
      Activities.

    


    No
      Borrower shall engage in any business activities other than owning, developing,
      managing and providing secured financing for real and personal property and
      similar interests in leasehold properties which are owned by or net leased
      to
      healthcare operators for use as Healthcare Facilities.

    


    7.06 Transactions
      with Affiliates and Insiders.

    


    No
      Borrower shall, at any time, enter into or permit to exist any transaction
      or
      series of transactions with any officer, director or Affiliate of such Person
      other than (a) advances of working capital to any such Borrower, (b) transfers
      of cash and assets to any Borrower, (c) intercompany transactions expressly
      permitted by Section 7.02,
      Section 7.03
      or
Section 7.04,
      (d)
      normal compensation and reimbursement of expenses of officers and directors
      and
      (e) except as otherwise specifically limited in this Credit Agreement, other
      transactions which are entered into in the ordinary course of such Borrower’s
      business on terms and conditions substantially as favorable to such Borrower
      as
      would be obtainable by it in a comparable arms-length transaction with a Person
      other than an officer, director or Affiliate.

    


    7.07 Organization
      Documents; Fiscal Year.

    


    No
      Credit
      Party shall (a) amend, modify or change its organization documents in a manner
      adverse to the Lenders or (b) change its fiscal year.

    


    7.08 Modifications
      to Other Documents.

    


    The
      Borrowers shall not, without the prior written consent of the Required Lenders
      enter into any material amendment or modification or cancel or terminate any
      Material Contract prior to its stated maturity (subject to the provisions of
      this Section
      7.08(b)
      with
      respect to Facility Leases) prior to its stated maturity. Notwithstanding the
      foregoing, with respect to any Facility Lease, the Borrowers may amend or modify
      or permit the amendment or modification of any Facility Lease without the
      Required Lenders’ prior written consent, except to the extent such amendment or
      modification: (i) decreases the rent or any other monetary obligations
      under any Facility Lease (except as set forth in the proviso to this sentence);
      (ii) shortens the term of any Facility Lease; (iii) releases or limits
      the liability of any guarantor under any Facility Lease; (iv) releases any
      security deposits or letters of credit or any other security or collateral
      under
      any Facility Lease; (v) consents to the assignment, delegation or other
      transfer of rights and obligations under any Facility Lease; or (vi) makes
      any other material change to the terms and conditions of any Facility Lease
      or
      increases in any material respect the obligations or liabilities of the
      applicable Borrower thereunder; provided, however, that to the extent such
      amendment, modification or restructuring of a Facility Lease involves the
      replacement of a Tenant, (A) the Borrowers shall have delivered to the Lenders
      and the Administrative Agent the (1) identity of such proposed new tenant (the
      “New
      Tenant”),
      (2)
      the proposed lease with such New Tenant (the “New
      Lease”)
      and
      (3) such other information as reasonably requested and (B) provided that (1)
      such New Tenant is an Eligible Tenant, (2) the New Lease provides for rent
      payments in each year which are at least eighty percent (80%) of the rent
      payments in each year due under the lease being amended, modified or replaced
      (the “Existing
      Facility Lease”)
      and
      (3) the New Lease is otherwise substantially similar in all material respects
      to
      the Existing Facility Lease, then within twenty (20) Business Days after
      receiving the foregoing information from the Borrowers, if the Required Lenders
      have not either approved or disapproved such proposal, the Required Lenders
      shall be deemed to have approved such proposal.

    


    7.09 Ownership
      of Subsidiaries.

    


    Notwithstanding
      any other provisions of this Credit Agreement to the contrary, (a) no Borrower
      shall own any Capital Stock of any other entity; (b) no Person other than the
      Parent shall own any Capital Stock of any Borrower; and (c) no Borrower shall
      permit, create, incur, assume or suffer to exist any Lien on any Capital Stock
      of any Borrower.

    


    7.10 No
      Further Negative Pledges.

    


    No
      Borrower will enter into, assume or become subject to any Negative Pledges
      or
      agreement prohibiting or otherwise restricting the existence of any Lien upon
      any of its Property in favor of the Administrative Agent (for the benefit of
      the
      Lenders) for the purpose of securing the Obligations, whether now owned or
      hereafter acquired, or requiring the grant of any security for any obligation
      if
      such Property is given as security for the Obligations, except (a) in connection
      with any Permitted Lien or any document or instrument governing any Permitted
      Lien, provided that any such restriction contained therein relates only to
      the
      asset or assets subject to such Permitted Lien, and (b) pursuant to customary
      restrictions and conditions contained in any agreement relating to the sale
      of
      any Property permitted under Section 7.04,
      pending
      the consummation of such sale.

    


    7.11 Limitation
      on Restricted Actions.

    


    The
      Borrowers will not directly or indirectly, create or otherwise cause or suffer
      to exist or become effective any encumbrance or restriction on the ability
      of
      any such Person to (a) pay dividends or make any other distributions to the
      Parent on its Capital Stock or with respect to any other interest or
      participation in, or measured by, its profits, (b) pay any Indebtedness or
      other
      obligation owed to any Credit Party, (c) make loans or advances to any Credit
      Party, (d) sell, lease or transfer any of its properties or assets to any Credit
      Party, or (e) act as a Borrower and pledge its assets pursuant to the Credit
      Documents or any renewals, refinancings, exchanges, refundings or extension
      thereof, except (in respect of any of the matters referred to in
      clauses (a)-(d) above) for such encumbrances or restrictions existing under
      or by reason of (i) this Credit Agreement and the other Credit Documents, (ii)
      applicable Law, (iii) any Lien or any documentation or instrument governing
      any
      Lien permitted under Section 7.01
      provided
      that any such restriction contained therein relates only to the asset or assets
      subject to such Lien, or (v) customary restrictions and conditions contained
      in
      any agreement relating to the sale of any Borrowing Base Assets permitted under
      Section 7.04,
      pending
      the consummation of such sale. 

    


    7.12 Addition/Replacement
      of Borrowing Base Assets.

    


    (a) The
      Borrowers shall not request a release of any Borrowing Base Assets from the
      Liens established pursuant to the applicable Mortgage Instrument and Assignment
      of Leases with respect thereto or add any Real Property Assets as Borrowing
      Base
      Assets hereunder except in accordance with the following:

    


    (i) The
      Borrowers may at any time include additional Real Property Assets (which satisfy
      the requirements set forth in the definition of Borrowing Base Assets,
      including, without limitation, delivery of each of the Borrowing Base Asset
      Deliverables with respect thereto) as Borrowing Base Assets with the written
      approval of the Administrative Agent and Required Lenders.

    


    (ii) The
      Borrowers may obtain releases of Borrowing Base Assets from the Liens and
      security interests of the Administrative Agent hereunder and under the
      Collateral Documents relating thereto through satisfaction of each of the
      following conditions: (A) the applicable Borrower shall deliver to the
      Administrative Agent, not less than five (5) days prior to the date of such
      requested release a written request for release of the applicable Borrowing
      Base
      Asset, (B) the applicable Borrower shall deliver, together with such request
      for
      release, a pro forma Compliance Certificate showing that, on a pro forma basis,
      after giving effect to such release, (1) all financial covenants contained
      herein shall be satisfied and (2) the outstanding principal amount of
      Obligations shall not exceed the lesser of the Aggregate Revolving Committed
      Amount and the Borrowing Base Amount (after giving effect to the removal of
      such
      Borrowing Base Asset from the calculation of the Borrowing Base Amount, if
      applicable), (C) a Responsible Officer of the Borrowers shall certify in writing
      to the Administrative Agent that no Default or Event of Default shall exist
      immediately after giving effect to the applicable release and (D) the
      Administrative Agent shall have received evidence, acceptable to it in its
      discretion that the matters set forth in such request, Compliance Certificate
      and certification are true and correct in all material respects. To the extent
      all such conditions to release are satisfied, the Administrative Agent will,
      at
      the Borrowers’ expense, deliver to the applicable Borrower such documentation as
      is reasonably necessary to evidence the release of the Administrative Agent’s
      security interest, if any, in the released Borrowing Base Asset(s). The
      Borrowers shall not otherwise actively cause or willfully fail to take any
      commercially reasonable action that causes any Borrowing Base Asset to fail
      to
      qualify as such during the term of this Credit Agreement.

    


    (iii) Notwithstanding
      anything herein to the contrary, the appraised value of the Borrowing Base
      Assets released and substituted in any fiscal year pursuant to this Section 7.12
      shall
      not exceed $25,000,000 in the aggregate and the appraised value of the Borrowing
      Base Assets released and substituted during the entire term hereof shall not,
      in
      any case (and regardless of whether the $25,000,000/year limitation is met
      during any given year), exceed $75,000,000 in the aggregate.

    


    (b) The
      Borrowers shall not fail to deliver to the Administrative Agent, immediately
      upon a Responsible Officer of any Borrower obtaining knowledge of a Borrowing
      Base Asset failing to qualify as such, a pro forma Borrowing Base Certificate
      (which certificate shall include an update to the information set forth on
      Schedule 5.12)
      demonstrating that, upon giving effect to the removal from the calculation
      of
      the Borrowing Base Amount of the Collateral Value or Mortgageability Amount
      (as
      applicable) attributable to such former Borrowing Base Asset, the Borrowers
      shall be in compliance with Section 2.01(a)
      hereof.

    


    (c) The
      Borrowers shall not include any Real Property Asset as a Borrowing Base Asset
      on
      any schedule, Borrowing Base Certificate or Compliance Certificate delivered
      in
      connection with this Credit Agreement unless (i) such Real Property Asset has
      been approved as a Borrowing Base Asset as evidenced by its inclusion on
      Part I of Schedule 5.12
      hereof
      as of the Closing Date or has been approved in writing by the Administrative
      Agent and Required Lenders and (ii) such Real Property Asset continues to
      qualify as a Borrowing Base Asset as of the date of such inclusion.

    


    


    ARTICLE
      VIII

    EVENTS
      OF DEFAULT AND REMEDIES

    


    8.01 Events
      of Default.

    


    The
      occurrence and continuation of any of the following shall constitute an Event
      of
      Default:

    


    (a) Non-Payment.
      The
      Borrowers or any other Credit Party fails to pay when and as required to be
      paid
      herein, (i) any amount of principal of any Loan or any L/C Obligation, (ii)
      within five (5) days after the same becomes due, any interest on any Loan or
      on
      any L/C Obligation or any Unused Fee or (iii) within ten (10) days after the
      earlier of (A) a Responsible Officer of the Parent or any Borrower becoming
      aware that the same has become due or (B) written notice from the Administrative
      Agent to the Borrowers, any other fee payable herein or any other amount payable
      herein or under any other Credit Document becomes due; or

    


    (b) Specific
      Covenants.
      The
      Borrowers fail to perform or observe any term, covenant or agreement contained
      in (i) any of Sections
      6.01 6.02
      or
6.10
      within
      ten (10) days after the same becomes due or required or (ii) any of Sections 6.03,
      6.06,
      6.07,
      6.11,
      6.12,
      6.14,
      6.15
      or
6.16
      or
Article VII;
      or

    


    (c) Other
      Defaults.
      Any
      Credit Party fails to perform or observe any other covenant or agreement (not
      specified in subsection (a) or (b) above) contained in any Credit Document
      on its part to be performed or observed and such failure continues for thirty
      (30) days after the earlier of (i) a Responsible Officer of the Parent or any
      Borrower becoming aware of such default or (ii) written notice thereof by the
      Administrative Agent to the Borrowers (or,
      if
      such failure cannot be reasonably cured within such period, sixty (60) days,
      so
      long as the applicable Credit Party has diligently commenced such cure and
      is
      diligently pursuing completion thereof);
      or

    


    (d) Representations
      and Warranties.
      Any
      representation, warranty, certification or statement of fact made or deemed
      made
      by the Borrowers on behalf of the Borrowers, the Parent or any other Credit
      Party and contained in this Credit Agreement, in any other Credit Document,
      or
      in any document delivered in connection herewith or therewith shall be incorrect
      or misleading in any material respect when made or deemed made; or

    


    (e) Cross-Default.
      (i)
      there occurs any event of default under any of the Senior Note Indentures;
      (ii)
      the Parent or any Borrower (A) fails to perform or observe (beyond the
      applicable grace or cure period with respect thereto, if any) any Contractual
      Obligation if such failure could reasonably be expected to have a Material
      Adverse Effect, (B) fails to make any payment when due (whether by scheduled
      maturity, required prepayment, acceleration, demand, or otherwise and beyond
      the
      applicable grace or cure period with respect thereto, if any) in respect of
      any
      Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap
      Contracts) or otherwise fails to observe or perform any other agreement or
      condition relating to any such Indebtedness or contained in any instrument
      or
      agreement evidencing, securing or relating thereto, or any other event occurs,
      the effect of which event of default is to cause, or to permit the holder or
      holders of such Indebtedness (or a trustee or agent on behalf of such holder
      or
      holders) to cause, with the giving of notice if required, such Indebtedness
      to
      be demanded or to become due or to be repurchased, prepaid, defeased or redeemed
      (automatically or otherwise), or an offer to repurchase, prepay, defease or
      redeem such Indebtedness to be made, prior to its stated maturity, or cash
      collateral in respect thereof to be demanded, in each case to the extent such
      Indebtedness or other obligation is in an amount (including undrawn committed
      or
      available amounts and including amounts owing to all creditors under any
      combined or syndicated credit arrangement) of more than the Threshold Amount;
      or
      (iii) there occurs under any Swap Contract an Early Termination Date (as defined
      in such Swap Contract) resulting from (A) any event of default under such Swap
      Contract as to which a Borrower is the Defaulting Party (as defined in such
      Swap
      Contract) or (B) any Termination Event (as so defined) under such Swap Contract
      as to which a Borrower is an Affected Party (as so defined) and, in either
      event, the Swap Termination Value owed by such Borrower as a result thereof
      is
      greater than the Threshold Amount; or

    


    (f) Insolvency
      Proceedings, Etc.
      The
      Parent or any Borrower institutes or consents to the institution of any
      proceeding under any Debtor Relief Law, or makes an assignment for the benefit
      of creditors; or applies for or consents to the appointment of any receiver,
      trustee, custodian, conservator, liquidator, rehabilitator or similar officer
      for it or for all or any material part of its properties; or any receiver,
      trustee, custodian, conservator, liquidator, rehabilitator or similar officer
      is
      appointed without the application or consent of the Parent or such Borrower
      and
      the appointment continues undischarged or unstayed for ninety (90) calendar
      days; or any proceeding under any Debtor Relief Law relating to the Parent
      or
      any Borrower or to all or any material part of its property is instituted
      without the consent of the Parent or such Borrower, as the case may be, and
      continues undismissed or unstayed for ninety (90) calendar days, or an order
      for
      relief is entered in any such proceeding; or

    


    (g) Inability
      to Pay Debts; Attachment.
      (i) The
      Parent or any Borrower becomes unable or admits in writing its inability or
      fails generally to pay its debts as they become due, or (ii) any writ or warrant
      of attachment or execution or similar process in an amount in excess of the
      Threshold Amount is issued or levied against all or any material part of the
      properties of the Parent or any Borrower and is not released, vacated or fully
      bonded within sixty (60) days after its issue or levy; or

    


    (h) Judgments.
      There
      is entered against the Parent or any Borrower (i) any one or more final
      judgments or orders for the payment of money in an aggregate amount exceeding
      the Threshold Amount (to the extent not covered by independent third-party
      insurance as to which the insurer does not dispute coverage), or (ii) any one
      or
      more non-monetary final judgments that have, or could reasonably be expected
      to
      have, individually or in the aggregate, a Material Adverse Effect and, in either
      case, (A) enforcement proceedings are commenced by any creditor upon such
      judgment or order, or (B) there is a period of ten (10) consecutive days during
      which a stay of enforcement of such judgment, by reason of a pending appeal
      or
      otherwise, is not in effect; or

    


    (i) ERISA.
      (i) An
      ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
      has resulted or could reasonably be expected to result in liability of a
      Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
      the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii)
      a
      Borrower or any ERISA Affiliate fails to pay when due, after the expiration
      of
      any applicable grace period, any installment payment with respect to its
      withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
      in an aggregate amount in excess of the Threshold Amount; or

    


    (j) Invalidity
      of Credit Documents; Guaranty.
      (i) Any
      Credit Document, at any time after its execution and delivery and for any reason
      other than as expressly permitted hereunder or as a result of satisfaction
      in
      full of all the Obligations or as a result of the Administrative Agent’s failure
      to record and/or file where and/or when appropriate any Collateral Documents
      or
      any continuation statements, ceases to be in full force and effect; or any
      Credit Party contests in any manner the validity or enforceability of any Credit
      Document; or any Credit Party denies that it has any or further liability or
      obligation under any Credit Document, or purports to revoke, terminate or
      rescind any Credit Document; or (ii) except as the result of or in connection
      with a dissolution, merger or disposition of a Subsidiary Guarantor not
      prohibited by the terms of this Credit Agreement, the Guaranty shall cease
      to be
      in full force and effect, or any Guarantor hereunder shall deny or disaffirm
      such Guarantor’s obligations under such Guaranty, or any Guarantor shall default
      in the due performance or observance of any term, covenant or agreement on
      its
      part to be performed or observed pursuant to the Guaranty; or

    


    (k) Change
      of Control.
      There
      occurs any Change of Control.

    


    8.02 Remedies
      Upon Event of Default.

    


    If
      any
      Event of Default occurs and is continuing, the Administrative Agent shall,
      at
      the request of, or may, with the consent of, the Required Lenders, upon written
      notice to the Borrowers in any instance, take any or all of the following
      actions:

    


    (a) declare
      the commitment of each Lender to make Loans and any obligation of the L/C Issuer
      to make L/C Credit Extensions to be terminated, whereupon such commitments
      and
      obligation shall be terminated;

    


    (b) declare
      the unpaid principal amount of all outstanding Loans, all interest accrued
      and
      unpaid thereon, and all other amounts owing or payable hereunder or under any
      other Credit Document to be immediately due and payable, without presentment,
      demand, protest or additional notice of any kind, all of which are hereby
      expressly waived by the Borrowers;

    


    (c) require
      that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal
      to
      the then Outstanding Amount thereof); and

    


    (d) exercise
      on behalf of itself and the Lenders all rights and remedies available to it
      and
      the Lenders under the Credit Documents or applicable law;

    


    provided,
      however, that upon the occurrence of an actual or deemed entry of an order
      for
      relief with respect to the Borrowers under the Bankruptcy Code of the United
      States, the obligation of each Lender to make Loans and any obligation of the
      L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
      unpaid principal amount of all outstanding Loans and all interest and other
      amounts as aforesaid shall automatically become due and payable, and the
      obligation of the Borrowers to Cash Collateralize the L/C Obligations as
      aforesaid shall automatically become effective, in each case without further
      act
      of the Administrative Agent or any Lender.

    


    8.03 Application
      of Funds.

    


    After
      the
      exercise of remedies in accordance with the provisions of Section 8.02
      (or
      after the Loans have automatically become immediately due and payable and the
      L/C Obligations have automatically been required to provide Cash Collateral
      as
      set forth in the proviso to Section 8.02),
      any
      amounts received on account of the Obligations shall be applied by the
      Administrative Agent in the following order:

    


    First,
      to
      payment of that portion of the Obligations constituting fees, indemnities,
      expenses and other amounts (including Attorney Costs and amounts payable under
      Article III)
      payable
      to the Administrative Agent in its capacity as such;

    


    Second,
      to
      payment of that portion of the Obligations constituting fees, indemnities and
      other amounts (other than principal and interest) payable to the Lenders
      (including Attorney Costs and amounts payable under Article III),
      ratably among the Lenders in proportion to the amounts described in this clause
      Second payable to them;

    


    Third,
      to
      payment of that portion of the Obligations constituting accrued and unpaid
      interest on the Loans and L/C Borrowings, ratably among the Lenders in
      proportion to the respective amounts described in this clause Third payable
      to
      them;

    


    Fourth,
      to (a)
      payment of that portion of the Obligations constituting unpaid principal of
      the
      Loans and L/C Borrowings and (b) the Administrative Agent for the account of
      the
      L/C Issuer, to provide Cash Collateral for that portion of the L/C Obligations
      comprised of the aggregate undrawn amount of Letters of Credit, ratably among
      such parties in proportion to the respective amounts described in this clause
      Fourth held by them;

    


    Fifth,
      to
      payment of that portion of the Obligations constituting obligations under Swap
      Contracts between any Borrower and any Lender or Affiliate of any Lender
      (including, without limitation, payment of breakage, termination or other
      amounts owing in respect of any Swap Contract between any Borrower and any
      Lender, or any Affiliate of a Lender, to the extent such Swap Contract is
      permitted hereunder); and

    


    Last,
      the
      balance, if any, after all of the Obligations have been indefeasibly paid in
      full, to the Borrowers or as otherwise required by Law.

    


    Subject
      to Section 2.03(c),
      amounts
      used to provide Cash Collateral for the aggregate undrawn amount of Letters
      of
      Credit pursuant to clause Fourth above shall be applied to satisfy drawings
      under such Letters of Credit as they occur. If any amount remains on deposit
      as
      Cash Collateral after all Letters of Credit have either been fully drawn or
      expired, such remaining amount shall be applied to the other Obligations, if
      any, in the order set forth above.

    


    


    ARTICLE
      IX

    ADMINISTRATIVE
      AGENT

    


    9.01 Appointment
      and Authorization of Administrative Agent.

    


    (a) Each
      Lender hereby irrevocably appoints, designates and authorizes the Administrative
      Agent to take such action on its behalf under the provisions of this Credit
      Agreement and each other Credit Document and to exercise such powers and perform
      such duties as are expressly delegated to it by the terms of this Credit
      Agreement or any other Credit Document, together with such powers as are
      reasonably incidental thereto. Notwithstanding any provision to the contrary
      contained elsewhere herein or in any other Credit Document, the Administrative
      Agent shall not have any duties or responsibilities, except those expressly
      set
      forth herein, nor shall the Administrative Agent have or be deemed to have
      any
      fiduciary relationship with any Lender or participant, and no implied covenants,
      functions, responsibilities, duties, obligations or liabilities shall be read
      into this Credit Agreement or any other Credit Document or otherwise exist
      against the Administrative Agent. Without limiting the generality of the
      foregoing sentence, the use of the term “agent” herein and in the other Credit
      Documents with reference to the Administrative Agent is not intended to connote
      any fiduciary or other implied (or express) obligations arising under agency
      doctrine of any applicable Law. Instead, such term is used merely as a matter
      of
      market custom, and is intended to create or reflect only an administrative
      relationship between independent contracting parties.

    


    (b) The
      L/C
      Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
      issued by it and the documents associated therewith, and the L/C Issuer shall
      have all of the benefits and immunities (i) provided to the Administrative
      Agent
      in this Article VIII
      with
      respect to any acts taken or omissions suffered by the L/C Issuer in connection
      with Letters of Credit issued by it or proposed to be issued by it and the
      applications and agreements for letters of credit pertaining to such Letters
      of
      Credit as fully as if the term “Administrative
      Agent”
as
      used
      in this Article VIII
      and in
      the definition of “Agent-Related
      Person”
      included the L/C Issuer with respect to such acts or omissions, and (ii) as
      additionally provided herein with respect to the L/C Issuer.

    


    9.02 Delegation
      of Duties.

    


    The
      Administrative Agent may execute any of its duties under this Credit Agreement
      or any other Credit Document by or through agents, employees or
      attorneys-in-fact and shall be entitled to advice of counsel and other
      consultants or experts concerning all matters pertaining to such duties. The
      Administrative Agent shall not be responsible for the negligence or misconduct
      of any agent or attorney-in-fact that it selects in the absence of gross
      negligence or willful misconduct.

    


    9.03 Liability
      of Administrative Agent.

    


    No
      Agent-Related Person shall (a) be liable for any action taken or omitted to
      be
      taken by any of them under or in connection with this Credit Agreement or any
      other Credit Document or the transactions contemplated hereby (except for its
      own gross negligence or willful misconduct in connection with its duties
      expressly set forth herein), or (b) be responsible in any manner to any Lender
      or participant for any recital, statement, representation or warranty made
      by
      any Credit Party or any officer thereof, contained herein or in any other Credit
      Document, or in any certificate, report, statement or other document referred
      to
      or provided for in, or received by the Administrative Agent under or in
      connection with, this Credit Agreement or any other Credit Document, or the
      validity, effectiveness, genuineness, enforceability or sufficiency of this
      Credit Agreement or any other Credit Document, or for any failure of any Credit
      Party or any other party to any Credit Document to perform its obligations
      hereunder or thereunder. No Agent-Related Person shall be under any obligation
      to any Lender or participant to ascertain or to inquire as to the observance
      or
      performance of any of the agreements contained in, or conditions of, this Credit
      Agreement or any other Credit Document, or to inspect the properties, books
      or
      records of any Credit Party or any Affiliate thereof.

    


    9.04 Reliance
      by Administrative Agent.

    


    (a) The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any writing, communication, signature, resolution, representation,
      notice, consent, certificate, affidavit, letter, telegram, facsimile, telex
      or
      telephone message, electronic mail message, statement or other document or
      conversation believed by it to be genuine and correct and to have been signed,
      sent or made by the proper Person or Persons, and upon advice and statements
      of
      legal counsel (including counsel to any Credit Party), independent accountants
      and other experts selected by the Administrative Agent. The Administrative
      Agent
      shall be fully justified in failing or refusing to take any action under any
      Credit Document unless it shall first receive such advice or concurrence of
      the
      Required Lenders as it deems appropriate and, if it so requests, it shall first
      be indemnified to its satisfaction by the Lenders against any and all liability
      and expense that may be incurred by it by reason of taking or continuing to
      take
      any such action. The Administrative Agent shall in all cases be fully protected
      in acting, or in refraining from acting, under this Credit Agreement or any
      other Credit Document in accordance with a request or consent of the Required
      Lenders (or such greater number of Lenders as may be expressly required hereby
      in any instance) and such request and any action taken or failure to act
      pursuant thereto shall be binding upon all the Lenders.

    


    (b) For
      purposes of determining compliance with the conditions specified in Section 4.01,
      each
      Lender that has signed this Credit Agreement shall be deemed to have consented
      to, approved or accepted or to be satisfied with, each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to a Lender unless the Administrative Agent shall have received
      notice from such Lender prior to the proposed Closing Date specifying its
      objection thereto.

    


    9.05 Notice
      of Default.

    


    The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default, except with respect to defaults
      in the payment of principal, interest and fees required to be paid to the
      Administrative Agent for the account of the Lenders, unless the Administrative
      Agent shall have received written notice from a Lender or any Borrower referring
      to this Credit Agreement, describing such Default or Event of Default and
      stating that such notice is a “notice of default.” The Administrative Agent will
      notify the Lenders of its receipt of any such notice. The Administrative Agent
      shall take such action with respect to such Default or Event of Default as
      may
      be directed by the requisite Lenders in accordance herewith; provided, however,
      that unless and until the Administrative Agent has received any such direction,
      the Administrative Agent may (but shall not be obligated to) take such action,
      or refrain from taking such action, with respect to such Default or Event of
      Default as it shall deem advisable or in the best interest of the
      Lenders.

    


    9.06 Credit
      Decision; Disclosure of Confidential Information by Administrative
      Agent.

    


    Each
      Lender acknowledges that no Agent-Related Person has made any representation
      or
      warranty to it, and that no act by the Administrative Agent hereafter taken,
      including any consent to and acceptance of any assignment or review of the
      affairs of any Credit Party or any Affiliate thereof, shall be deemed to
      constitute any representation or warranty by any Agent-Related Person to any
      Lender as to any matter, including whether Agent-Related Persons have disclosed
      material information in their possession (in each case, except to the extent
      the
      Administrative Agent has confirmed to any Lender in writing the satisfaction
      of
      conditions to funding as of the Closing Date). Each Lender represents to the
      Administrative Agent that it has, independently and without reliance upon any
      Agent-Related Person and based on such documents and information as it has
      deemed appropriate, made its own appraisal of and investigation into the
      business, prospects, operations, property, financial and other condition and
      creditworthiness of the Credit Parties and their respective Subsidiaries, and
      all applicable bank or other regulatory Laws relating to the transactions
      contemplated hereby, and made its own decision to enter into this Credit
      Agreement and to extend credit to the Borrowers and the other Credit Parties
      hereunder. Each Lender also represents that it will, independently and without
      reliance upon any Agent-Related Person and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit analysis, appraisals and decisions in taking or not taking action under
      this Credit Agreement and the other Credit Documents, and to make such
      investigations as it deems necessary to inform itself as to the business,
      prospects, operations, property, financial and other condition and
      creditworthiness of the Borrowers and the other Credit Parties. Except for
      notices, reports and other documents expressly required to be furnished to
      the
      Lenders by the Administrative Agent herein, the Administrative Agent shall
      not
      have any duty or responsibility to provide any Lender with any credit or other
      information concerning the business, prospects, operations, property, financial
      and other condition or creditworthiness of any of the Credit Parties or any
      of
      their respective Affiliates that may come into the possession of any
      Agent-Related Person.

    


    9.07 Indemnification
      of Administrative Agent.

    


    Whether
      or not the transactions contemplated hereby are consummated, the Lenders shall
      indemnify upon demand each Agent-Related Person (to the extent not reimbursed
      by
      or on behalf of any Credit Party and without limiting the obligation of any
      Credit Party to do so), pro rata, and hold harmless each Agent-Related Person
      from and against any and all Indemnified Liabilities incurred by it; provided,
      however, that no Lender shall be liable for the payment to any Agent-Related
      Person of any portion of such Indemnified Liabilities to the extent determined
      in a final, nonappealable judgment by a court of competent jurisdiction to
      have
      resulted from such Agent-Related Person’s own gross negligence or willful
      misconduct; provided, however, that no action taken in accordance with the
      directions of the Required Lenders shall be deemed to constitute gross
      negligence or willful misconduct for purposes of this Section. Without
      limitation of the foregoing, each Lender shall reimburse the Administrative
      Agent upon demand for its ratable share of any costs or out-of-pocket expenses
      (including Attorney Costs) incurred by the Administrative Agent in connection
      with the preparation, execution, delivery, administration, modification,
      amendment or enforcement (whether through negotiations, legal proceedings or
      otherwise) of, or legal advice in respect of rights or responsibilities under,
      this Credit Agreement, any other Credit Document, or any document contemplated
      by or referred to herein, to the extent that the Administrative Agent is not
      reimbursed for such expenses by or on behalf of the Borrowers. The undertaking
      in this Section shall survive termination of the Aggregate Commitments, the
      payment of all other Obligations and the resignation of the Administrative
      Agent.

    


    9.08 Administrative
      Agent in its Individual Capacity.

    


    Bank
      of
      America and its Affiliates may make loans to, issue letters of credit for the
      account of, accept deposits from, acquire equity interests in and generally
      engage in any kind of banking, trust, financial advisory, underwriting or other
      business with each of the Credit Parties and their respective Affiliates as
      though Bank of America were not the Administrative Agent or the L/C Issuer
      hereunder and without notice to or consent of the Lenders. The Lenders
      acknowledge that, pursuant to such activities, Bank of America or its Affiliates
      may receive information regarding any Credit Party or its Affiliates (including
      information that may be subject to confidentiality obligations in favor of
      such
      Credit Party or such Affiliate) and acknowledge that the Administrative Agent
      shall be under no obligation to provide such information to them. With respect
      to its Loans, Bank of America shall have the same rights and powers under this
      Credit Agreement as any other Lender and may exercise such rights and powers
      as
      though it were not the Administrative Agent or the L/C Issuer, and the terms
      “Lender” and “Lenders” include Bank of America in its individual
      capacity.

    


    9.09 Successor
      Administrative Agent.

    


    The
      Administrative Agent may resign as Administrative Agent upon thirty (30)
      days’ notice to the Lenders; provided that any such resignation by Bank of
      America shall also constitute its resignation as L/C Issuer and Swing Line
      Lender. If the Administrative Agent resigns under this Credit Agreement, the
      Required Lenders shall appoint from among the Lenders a successor administrative
      agent for the Lenders, which successor administrative agent shall be consented
      to by the Borrower Representative at all times other than during the existence
      of an Event of Default (which consent of the Borrower Representative shall
      not
      be unreasonably withheld or delayed). If no successor administrative agent
      is
      appointed prior to the effective date of the resignation of the Administrative
      Agent, the Administrative Agent may appoint, after consulting with the Lenders
      and the Borrower Representative, a successor administrative agent from among
      the
      Lenders. Upon the acceptance of its appointment as successor administrative
      agent hereunder, the Person acting as such successor administrative agent shall
      succeed to all the rights, powers and duties of the retiring Administrative
      Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative
      Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such
      successor administrative agent, Letter of Credit issuer and swing line lender,
      and the retiring Administrative Agent’s appointment, powers and duties as
      Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing
      Line Lender’s rights, powers and duties as such shall be terminated, without any
      other or further act or deed on the part of such retiring L/C Issuer or Swing
      Line Lender or any other Lender, other than the obligation of the successor
      L/C
      Issuer to issue letters of credit in substitution for the Letters of Credit,
      if
      any, outstanding at the time of such succession or to make other arrangements
      satisfactory to the retiring L/C Issuer to effectively assume the obligations
      of
      the retiring L/C Issuer with respect to such Letters of Credit. After any
      retiring Administrative Agent’s resignation hereunder as Administrative Agent,
      the provisions of this Article IX
      and
Sections 10.04
      and
10.05
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Administrative Agent under this Credit Agreement. If no successor
      administrative agent has accepted appointment as Administrative Agent by the
      date thirty (30) days following a retiring Administrative Agent’s notice of
      resignation, the retiring Administrative Agent’s resignation shall nevertheless
      thereupon become effective and the Lenders shall perform all of the duties
      of
      the Administrative Agent hereunder until such time, if any, as the Required
      Lenders appoint a successor agent as provided for above.

    


    9.10 Administrative
      Agent May File Proofs of Claim.

    


    In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to any Credit Party, the Administrative Agent (irrespective
      of whether the principal of any Loan or L/C Obligation shall then be due and
      payable as herein expressed or by declaration or otherwise and irrespective
      of
      whether the Administrative Agent shall have made any demand on the Borrowers)
      shall be entitled and empowered, by intervention in such proceeding or
      otherwise:

    


    (a) to
      file
      and prove a claim for the whole amount of the principal and interest owing
      and
      unpaid in respect of the Loans, L/C Obligations and all other Obligations (other
      than obligations under Swap Contracts to which the Administrative Agent is
      not a
      party) that are owing and unpaid and to file such other documents as may be
      necessary or advisable in order to have the claims of the Lenders and the
      Administrative Agent (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Lenders and the Administrative
      Agent
      and their respective agents and counsel and all other amounts due the Lenders
      and the Administrative Agent under Sections 2.03(i)
      and
(j),
      2.09
      and
10.04)
      allowed
      in such judicial proceeding; and

    


    (b) to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

    


    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to the Administrative Agent and, in the event
      that
      the Administrative Agent shall consent to the making of such payments directly
      to the Lenders, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under Sections 2.09
      and
10.04.

    


    Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lender or to authorize the Administrative Agent to vote
      in
      respect of the claim of any Lender in any such proceeding.

    


    9.11 Guaranty
      Matters.

    


    The
      Lenders irrevocably authorize the Administrative Agent, at its option and in
      its
      discretion to release any Guarantor (other than the Parent) from its obligations
      under the Guaranty if such Person either (i) ceases to be a Subsidiary as a
      result of a transaction permitted hereunder or (ii) has been designated as
      an
      Unrestricted Subsidiary. Upon request by the Administrative Agent at any time,
      the Required Lenders will confirm in writing the authority of the Administrative
      Agent to release any Guarantor from its obligations hereunder pursuant to this
      Section 9.11.
      Upon
      the release of any Guarantor pursuant to this Section
      9.11,
      the
      Administrative Agent shall (to the extent applicable) deliver to the
Credit
      Parties,
      upon
      the Credit
      Parties' request
      and at the Credit
      Parties' expense,
      such documentation as is reasonably necessary to evidence the release of such
      Guarantor from its obligations under the Credit Documents.

    


    9.12 Other
      Agents; Arrangers and Managers.

    


    None
      of
      the Lenders or other Persons identified on the facing page or signature pages
      of
      this Credit Agreement as a “syndication agent,” “documentation agent,”
“co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or
“co-arranger” shall have any right, power, obligation, liability, responsibility
      or duty under this Credit Agreement other than, in the case of such Lenders,
      those applicable to all Lenders as such. Without limiting the foregoing, none
      of
      the Lenders or other Persons so identified shall have or be deemed to have
      any
      fiduciary relationship with any Lender. Each Lender acknowledges that it has
      not
      relied, and will not rely, on any of the Lenders or other Persons so identified
      in deciding to enter into this Credit Agreement or in taking or not taking
      action hereunder.

    


    


    ARTICLE
      X

    MISCELLANEOUS

    


    10.01 Amendments,
      Etc.

    


    No
      amendment or waiver of, or any consent to deviation from, any provision of
      this
      Credit Agreement or any other Credit Document shall be effective unless in
      writing and signed by the Borrowers, the Guarantors (if applicable) and the
      Required Lenders and acknowledged by the Administrative Agent, and each such
      amendment, waiver or consent shall be effective only in the specific instance
      and for the specific purpose for which it is given; provided, however,
      that:

    


    (a) unless
      also signed by each Lender directly affected thereby, no such amendment, waiver
      or consent shall:

    


    (i) extend
      or
      increase the Commitment of any Lender (or reinstate any Commitment terminated
      pursuant to Section 8.02),
      it
      being understood that the amendment or waiver of an Event of Default or a
      mandatory reduction or a mandatory prepayment in Commitments shall not be
      considered an increase in Commitments,

    


    (ii) waive
      non-payment or postpone any date fixed by this Credit Agreement or any other
      Credit Document for any payment of principal, interest, fees or other amounts
      due to any Lender hereunder or under any other Credit Document,

    


    (iii) reduce
      the principal of, or the rate of interest specified herein on, any Loan or
      L/C
      Borrowing, or any fees or other amounts payable hereunder or under any other
      Credit Document; provided, however, that only the consent of the Required
      Lenders shall be necessary (A) to amend the definition of “Default Rate” or to
      waive any obligation of the Borrowers to pay interest at the Default Rate or
      (B)
      to amend any financial covenant hereunder (or any defined term used therein)
      even if the effect of such amendment would be to reduce the rate of interest
      on
      any Loan or L/C Borrowing or to reduce any fee payable hereunder,

    


    (iv) change
      any provision of this Credit Agreement regarding pro rata sharing or pro rata
      funding with respect to (A) the making of advances (including participations),
      (B) the manner of application of payments or prepayments of principal, interest,
      or fees, (C) the manner of application of reimbursement obligations from
      drawings under Letters of Credit, or (D) the manner of reduction of commitments
      and committed amounts,

    


    (v) change
      any provision of this Section 10.01(a)
      or the
      definition of “Required Lenders” or any other provision hereof specifying the
      number or percentage of Lenders required to amend, waive or otherwise modify
      any
      rights hereunder or make any determination or grant any consent hereunder,
      or

    


    (vi) release
      the Parent or all or substantially all of the Subsidiary Guarantors from their
      obligations hereunder (other than as provided herein or as appropriate in
      connection with transactions permitted hereunder);

    


    (b) unless
      also signed by the L/C Issuer, no such amendment, waiver or consent shall affect
      the rights or duties of the L/C Issuer under this Credit Agreement or any Letter
      of Credit Application relating to any Letter of Credit issued or to be issued
      by
      it;

    


    (c) unless
      also signed by the Swing Line Lender, no such amendment, waiver or consent
      shall
      affect the rights or duties of the Swing Line Lender under this Credit
      Agreement; and

    


    (d) unless
      also signed by the Administrative Agent, no such amendment, waiver or consent
      shall affect the rights or duties of the Administrative Agent under this Credit
      Agreement or any other Credit Document;

    


    provided,
      however, that notwithstanding anything to the contrary contained herein, (i)
      no
      Defaulting Lender shall have any right to approve or disapprove any amendment,
      waiver or consent hereunder, except that the Commitment of such Lender may
      not
      be increased or extended without the consent of such Lender, (ii) each Lender
      is
      entitled to vote as such Lender sees fit on any bankruptcy or insolvency
      reorganization plan that affects the Loans, (iii) each Lender acknowledged
      that
      the provisions of Section 1126(c) of the Bankruptcy Code supersedes the
      unanimous consent provisions set forth herein, (iv) the Required Lenders may
      consent to allow a Credit Party to use cash collateral in the context of a
      bankruptcy or insolvency proceeding, and (v) the Fee Letter may be amended,
      or
      rights or privileges thereunder waived, in a writing executed only by the
      parties thereto.

    


    10.02 Notices
      and Other Communications; Facsimile Copies.

    


    (a) General.
      Unless
      otherwise expressly provided herein, all notices and other communications
      provided for hereunder shall be in writing (including by facsimile
      transmission). All such written notices shall be mailed certified or registered
      mail, faxed or delivered to the applicable address, facsimile number or (subject
      to subsection (c) below) electronic mail address, and all notices and other
      communications expressly permitted hereunder to be given by telephone shall
      be
      made to the applicable telephone number, as follows:

    


    (i) if
      to any
      Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender,
      to
      the address, facsimile number, electronic mail address or telephone number
      specified for such Person on Schedule 10.02 or to such other address,
      facsimile number, electronic mail address or telephone number as shall be
      designated by such party in a notice to the other parties; and

    


    (ii) if
      to any
      other Lender, to the address, facsimile number, electronic mail address or
      telephone number specified in its Administrative Questionnaire or to such other
      address, facsimile number, electronic mail address or telephone number as shall
      be designated by such party in a notice to any Borrower, the Administrative
      Agent, the L/C Issuer and the Swing Line Lender.

    


    Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      facsimile shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in subsection (b) below, shall be effective as provided in such
      subsection (b).

    


    (b) Electronic
      Communications.
      Notices
      and other communications to the Lenders hereunder may be delivered or furnished
      by electronic communication (including e-mail and Internet or intranet websites)
      pursuant to procedures approved by the Administrative Agent, provided that
      the
      foregoing shall not apply to notices to any Lender pursuant to Article II
      if such Lender has notified the Administrative Agent that it is incapable of
      receiving notices under such Article by electronic communication. The
      Administrative Agent or the Borrower Representative may, in its respective
      discretion, agree to accept notices and other communications to it hereunder
      by
      electronic communications pursuant to procedures approved by it, provided that
      approval of such procedures may be limited to particular notices or
      communications.

    


    (c) The
      Platform.
      THE
      PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
      BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS
      OR
      THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
      OR
      OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
      OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
      VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
      THE
      BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent
      or any of its Related Parties (collectively, the “Agent
      Parties”)
      have
      any liability to the Borrower, any Lender, the L/C Issuer or any other Person
      for losses, claims, damages, liabilities or expenses of any kind (whether in
      tort, contract or otherwise) arising out of the Borrowers’ or the Administrative
      Agent’s transmission of Borrower Materials through the Internet, except to the
      extent that such losses, claims, damages, liabilities or expenses are determined
      by a court of competent jurisdiction by a final and nonappealable judgment
      to
      have resulted from the gross negligence or willful misconduct of such Agent
      Party; provided,
      however,
      that in
      no event shall any Agent Party have any liability to the Borrower, any Lender,
      the L/C Issuer or any other Person for indirect, special, incidental,
      consequential or punitive damages (as opposed to direct or actual
      damages).

    


    (d) Effectiveness
      of Facsimile Documents and Signatures.
      Credit
      Documents may be transmitted and/or signed by facsimile. The effectiveness
      of
      any such documents and signatures shall, subject to applicable Law, have the
      same force and effect as manually-signed originals and shall be binding on
      all
      Loan Parties, the Administrative Agent and the Lenders. The Administrative
      Agent
      may also require that any such documents and signatures be confirmed by a
      manually-signed original thereof; provided, however, that the failure to request
      or deliver the same shall not limit the effectiveness of any facsimile document
      or signature.

    


    (e) Reliance
      by Administrative Agent and Lenders.
      The
      Administrative Agent and the Lenders shall be entitled to rely and act upon
      any
      notices (including telephonic Committed Loan Notices and Swing Line Loan
      Notices) purportedly given by or on behalf of the Borrowers even if (i) such
      notices were not made in a manner specified herein, were incomplete or were
      not
      preceded or followed by any other form of notice specified herein, or (ii)
      the
      terms thereof, as understood by the recipient, varied from any confirmation
      thereof. The Borrowers shall indemnify each Agent-Related Person and each Lender
      from all losses, costs, expenses and liabilities resulting from the reliance
      by
      such Person on each notice purportedly given by or on behalf of the Borrowers.
      All telephonic notices to and other communications with the Administrative
      Agent
      may be recorded by the Administrative Agent, and each of the parties hereto
      hereby consents to such recording.

    


    (f) Change
      of Address, Etc.
      Each of
      the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line
      Lender may change its address, telecopier or telephone number for notices and
      other communications hereunder by notice to the other parties hereto. Each
      other
      Lender may change its address, telecopier or telephone number for notices and
      other communications hereunder by notice to the Borrowers, the Administrative
      Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees
      to notify the Administrative Agent from time to time to ensure that the
      Administrative Agent has on record (i) an effective address, contact name,
      telephone number, telecopier number and electronic mail address to which notices
      and other communications may be sent and (ii) accurate wire instructions for
      such Lender.

    


    10.03 No
      Waiver; Cumulative Remedies.

    


    No
      failure by any Lender or the Administrative Agent to exercise, and no delay
      by
      any such Person in exercising, any right, remedy, power or privilege hereunder
      shall operate as a waiver thereof; nor shall any single or partial exercise
      of
      any right, remedy, power or privilege hereunder preclude any other or further
      exercise thereof or the exercise of any other right, remedy, power or privilege.
      The rights, remedies, powers and privileges herein provided are cumulative
      and
      not exclusive of any rights, remedies, powers and privileges provided by
      law.

    


    10.04 Attorney
      Costs, Expenses and Taxes.

    


    The
      Borrowers agree (a) to pay directly to the provider thereof or to pay or
      reimburse the Administrative Agent for all reasonable and documented costs
      and
      expenses incurred in connection with the development, preparation, negotiation
      and execution of this Credit Agreement and the other Credit Documents, the
      preservation of any rights or remedies under this Credit Agreement and the
      other
      Credit Documents, and any amendment, waiver, consent or other modification
      of
      the provisions hereof and thereof (whether or not the transactions contemplated
      hereby or thereby are consummated), and the consummation and administration
      of
      the transactions contemplated hereby and thereby, including all Attorney Costs,
      (b) to pay or reimburse the Administrative Agent and each Lender for all
      reasonable costs and expenses incurred following an Event of Default in
      connection with the enforcement, attempted enforcement, or preservation of
      any
      rights or remedies under this Credit Agreement or the other Credit Documents
      (including all such costs and expenses incurred during any “workout” or
      restructuring in respect of the Obligations and during any legal proceeding,
      including any proceeding under any Debtor Relief Law), including all Attorney
      Costs and (c) all reasonable and documented appraisal costs incurred by the
      Administrative Agent in connection with the Administrative Agent’s procurement
      of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset
      or
      any other Real Property Asset owned by any Borrower, to the extent any such
      appraisal is requested by the Administrative Agent (provided, that the Borrowers
      shall not be required to pay the costs and expenses associated with any
      Administrative Agent-requested appraisal more than once in any two (2)
      calendar year period with respect to any Real Property Asset); and (iii) any
      re-appraisals requested by any Borrower. The foregoing costs and expenses shall
      include all search, filing, recording, title insurance and appraisal charges
      and
      fees and taxes related thereto, and other reasonable and documented
      out-of-pocket expenses incurred by the Administrative Agent and the reasonable
      and documented cost of independent public accountants and other outside experts
      retained by the Administrative Agent or any Lender. All amounts due under this
      Section 10.04
      shall be
      payable within twenty (20) Business Days after written invoice therefor is
      received by the Borrowers. The agreements in this Section shall survive the
      termination of the Aggregate Commitments and repayment of all other
      Obligations.

    


    10.05 Indemnification
      by the Borrowers.

    


    The
      Borrowers shall indemnify and hold harmless each Agent-Related Person, each
      Lender and their respective Affiliates, directors, officers, employees, counsel,
      agents, trustees, advisors and attorneys-in-fact (collectively the “Indemnitees”)
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      claims, litigation, investigation, proceeding, demands, actions, judgments,
      suits, costs, expenses and disbursements (including Attorney Costs) of any
      kind
      or nature whatsoever (subject to the provisions of Section 3.01
      with
      respect to Taxes and Other Taxes) that may at any time be imposed on, incurred
      by or asserted against any such Indemnitee (whether by a Credit Party or any
      other party) in any way relating to or arising out of or in connection with
      (a)
      the execution, delivery, enforcement, performance or administration of any
      Credit Document or any other agreement, letter or instrument delivered in
      connection with the transactions contemplated thereby or the consummation of
      the
      transactions contemplated thereby, or, in the case of the Administrative Agent
      (and any sub-agent thereof) and its Related Parties only, the administration
      of
      this Agreement and the other Credit Documents, (b) any Commitment, Loan or
      Letter of Credit or the use or proposed use of the proceeds therefrom (including
      any refusal by the L/C Issuer to honor a demand for payment under a Letter
      of
      Credit if the documents presented in connection with such demand do not strictly
      comply with the terms of such Letter of Credit), or (c) any actual or threatened
      claim, litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory (including any investigation
      of, preparation for, or defense of any pending or threatened claim,
      investigation, litigation or proceeding) and regardless of whether any
      Indemnitee is a party thereto (all the foregoing, collectively, the
“Indemnified
      Liabilities”);
      provided,
      that
      such indemnification shall not, as to any Indemnitee, be available to the extent
      that such liabilities, obligations, losses, damages, penalties, claims,
      litigation, investigation, proceeding, demands, actions, judgments, suits,
      costs, expenses or disbursements are determined to have resulted from the gross
      negligence or willful misconduct of any Indemnitee. No Indemnitee shall be
      liable for any damages arising from the use by others of any information or
      other materials obtained through IntraLinks or other similar information
      transmission systems in connection with this Credit Agreement, and no Indemnitee
      shall have any liability for any indirect or consequential damages relating
      to
      this Credit Agreement or any other Credit Document or arising out of its
      activities in connection herewith or therewith (whether before or after the
      Closing Date). All amounts that may become due under this Section 10.05
      shall be
      payable within twenty (20) Business Days after written invoice therefor is
      received by the Borrowers. The agreements in this Section 10.05
      shall
      survive the resignation of the Administrative Agent, the assignment by any
      Lender of any of its interests hereunder, the replacement of any Lender, the
      termination of the Aggregate Commitments and the repayment, satisfaction or
      discharge of all the other Obligations. 

    


    10.06 Payments
      Set Aside.

    


    To
      the
      extent that any payment by or on behalf of the Borrowers is made to the
      Administrative Agent or any Lender, or the Administrative Agent or any Lender
      exercises its right of set-off, and such payment or the proceeds of such set-off
      or any part thereof is subsequently invalidated, declared to be fraudulent
      or
      preferential, set aside or required (including pursuant to any settlement
      entered into by the Administrative Agent or such Lender in its discretion)
      to be
      repaid to a trustee, receiver or any other party, in connection with any
      proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
      of
      such recovery, the obligation or part thereof originally intended to be
      satisfied shall be revived and continued in full force and effect as if such
      payment had not been made or such set-off had not occurred, and (b) each Lender
      severally agrees to pay to the Administrative Agent upon demand its applicable
      share of any amount so recovered from or repaid by the Administrative Agent,
      plus interest thereon from the date of such demand to the date such payment
      is
      made at a rate per annum equal to the Federal Funds Rate from time to time
      in
      effect.

    


    10.07 Successors
      and Assigns.

    


    (a) The
      provisions of this Credit Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and assigns
      permitted hereby, except that no Borrower may assign or otherwise transfer
      any
      of its rights or obligations hereunder without the prior written consent of
      each
      Lender and no Lender may assign or otherwise transfer any of its rights or
      obligations hereunder except (i) to an Eligible Assignee in accordance with
      the
      provisions of subsection (b) of this Section, (ii) by way of participation
      in accordance with the provisions of subsection (d) of this Section, or
      (iii) by way of pledge or assignment of a security interest subject to the
      restrictions of subsection (f) or (i) of this Section (and any other
      attempted assignment or transfer by any party hereto shall be null and void).
      Nothing in this Credit Agreement, expressed or implied, shall be construed
      to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby, Participants to the extent provided
      in
      subsection (d) of this Section and, to the extent expressly
      contemplated hereby, the Indemnitees) any legal or equitable right, remedy
      or
      claim under or by reason of this Credit Agreement.

    


    (b) Any
      Lender may at any time assign to one or more Eligible Assignees all or a portion
      of its rights and obligations under this Credit Agreement (including all or
      a
      portion of its Commitment and the Loans (including for purposes of this
      subsection (b), participations in L/C Obligations and in Swing Line Loans)
      at the time owing to it); provided that (i) except in the case of an assignment
      of the entire remaining amount of the assigning Lender’s Commitment and the
      Loans at the time owing to it or in the case of an assignment to a Lender or
      an
      Affiliate of a Lender or an Approved Fund with respect to a Lender, the
      aggregate amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) subject to each such assignment, determined as of the
      date the Assignment and Assumption with respect to such assignment is delivered
      to the Administrative Agent or, if “Trade Date” is specified in the Assignment
      and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless
      each of the Administrative Agent and, so long as no Event of Default has
      occurred and is continuing, the Borrower Representative otherwise consents
      (each
      such consent not to be unreasonably withheld or delayed) provided,
      however,
      that
      concurrent assignments to members of an Assignee Group and concurrent
      assignments from members of an Assignee Group to a single Eligible Assignee
      (or
      to an Eligible Assignee and members of its Assignee Group) will be treated
      as a
      single assignment for purposes of determining whether such minimum amount has
      been met; (ii) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender’s rights and obligations under
      this Credit Agreement with respect to the Loans or the Commitment assigned,
      except that this clause (ii) shall not apply to rights in respect of Swing
      Line Loans; (iii) any assignment of a Commitment must be approved by the
      Administrative Agent and, with respect to any assignment of a Revolving
      Commitment, the L/C Issuer and the Swing Line Lender (each such consent not
      to
      be unreasonably withheld or delayed), unless the Person that is the proposed
      assignee is itself a Lender (whether or not the proposed assignee would
      otherwise qualify as an Eligible Assignee); and (iv) the parties to each
      assignment shall execute and deliver to the Administrative Agent an Assignment
      and Assumption, together with a processing and recordation fee in the amount,
      if
      any, required as set forth on Schedule
      10.07
      (for
      which the applicable assignee shall be responsible in the absence of the
      agreement of any other party to pay such fee). Subject to acceptance and
      recording thereof by the Administrative Agent pursuant to subsection (c) of
      this Section, from and after the effective date specified in each Assignment
      and
      Assumption, the Eligible Assignee thereunder shall be a party to this Credit
      Agreement and, to the extent of the interest assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under this Credit
      Agreement, and the assigning Lender thereunder shall, to the extent of the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Credit Agreement (and, in the case of an Assignment
      and
      Assumption covering all of the assigning Lender’s rights and obligations under
      this Credit Agreement, such Lender shall cease to be a party hereto but shall
      continue to be entitled to the benefits of Sections 3.01,
      3.04,
      3.05,
      10.04
      and
10.05
      with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment). Upon request, the Borrowers (at their expense) shall execute and
      deliver a Note to the assignee Lender. Any assignment or transfer by a Lender
      of
      rights or obligations under this Credit Agreement that does not comply with
      this
      subsection shall be treated for purposes of this Credit Agreement as a sale
      by
      such Lender of a participation in such rights and obligations in accordance
      with
      subsection (d) of this Section.

    


    (c) The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrowers, shall maintain at the Administrative Agent’s Office a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitments of, and principal
      amounts of the Loans and L/C Obligations owing to, each Lender pursuant to
      the
      terms hereof from time to time (the “Register”).
      The
      entries in the Register shall be conclusive, and the Borrowers, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrower Representative at
      any
      reasonable time and from time to time upon reasonable prior notice. In addition,
      at any time that a request for a consent for a material or other substantive
      change to the Credit Documents is pending, any Lender wishing to consult with
      other Lenders in connection therewith may request and receive from the
      Administrative Agent a copy of the Register.

    


    (d) Any
      Lender may at any time, without the consent of, or notice to, the Borrowers
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or the Borrowers or any of the Borrowers’ Affiliates or
      Subsidiaries) (each, a “Participant”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Credit
      Agreement (including all or a portion of its Commitment and/or the Loans
      (including such Lender’s participations in L/C Obligations and/or Swing Line
      Loans) owing to it); provided that (i) such Lender’s obligations under this
      Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely
      responsible to the other parties hereto for the performance of such obligations
      and (iii) the Borrowers, the Administrative Agent and the other Lenders shall
      continue to deal solely and directly with such Lender in connection with such
      Lender’s rights and obligations under this Credit Agreement. Any agreement or
      instrument pursuant to which a Lender sells such a participation shall provide
      that such Lender shall retain the sole right to enforce this Credit Agreement
      and to approve any amendment, modification or waiver of any provision of this
      Credit Agreement; provided that such agreement or instrument may provide that
      such Lender will not, without the consent of the Participant, agree to any
      amendment, waiver or other modification that extends the time for, reduces
      the
      amount or alters the application of proceeds with respect to such obligations
      and payments required therein that directly affects such Participant. Subject
      to
      subsection (e) of this Section, the Borrowers agree that each Participant
      shall be entitled to the benefits of Sections 3.01,
      3.04
      and
3.05
      to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection (b) of this Section. To the extent permitted by law,
      each Participant also shall be entitled to the benefits of Section 10.09
      as
      though it were a Lender, provided such Participant agrees to be subject to
      Section 2.12
      as
      though it were a Lender.

    


    (e) A
      Participant shall not be entitled to receive any greater payment under
Section 3.01
      or
3.04
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant. A Participant that would be a Foreign
      Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
      unless
      the Borrower Representative is notified of the participation sold to such
      Participant and such Participant agrees, for the benefit of the Borrowers,
      to
      comply with Section 10.15
      as
      though it were a Lender.

    


    (f) Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Credit Agreement (including under its Note,
      if
      any) to secure obligations of such Lender, including any pledge or assignment
      to
      secure obligations to a Federal Reserve Bank; provided that no such pledge
      or
      assignment shall release such Lender from any of its obligations hereunder
      or
      substitute any such pledgee or assignee for such Lender as a party
      hereto.

    


    (g) Notwithstanding
      anything to the contrary contained herein, any Lender that is a Fund may
      (without notice to or the consent of any of the parties hereto) create a
      security interest in all or any portion of the Loans owing to it and the Note,
      if any, held by it to the trustee for holders of obligations owed, or securities
      issued, by such Fund as security for such obligations or securities, provided
      that unless and until such trustee actually becomes a Lender in compliance
      with
      the other provisions of this Section 10.07,
      (i) no
      such pledge shall release the pledging Lender from any of its obligations under
      the Credit Documents and (ii) such trustee shall not be entitled to exercise
      any
      of the rights of a Lender under the Credit Documents even though such trustee
      may have acquired ownership rights with respect to the pledged interest through
      foreclosure or otherwise.

    


    (h) Notwithstanding
      anything to the contrary contained herein, if at any time Bank of America
      assigns all of its Commitment and Loans pursuant to subsection (b) above,
      Bank of America may, (i) upon thirty (30) days’ notice to the Borrower
      Representative and the Lenders, resign as L/C Issuer and/or (ii) upon
      thirty (30) days’ notice to the Borrower Representative, resign as Swing
      Line Lender. In the event of any such resignation as L/C Issuer or Swing Line
      Lender, the Borrower Representative shall be entitled to appoint from among
      the
      Lenders a successor L/C Issuer or Swing Line Lender hereunder (with the consent
      of the Lender so-appointed); provided, however, that no failure by the Borrower
      Representative to appoint any such successor shall affect the resignation of
      Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If
      Bank
      of America resigns as L/C Issuer, it shall retain all the rights and obligations
      of the L/C Issuer hereunder with respect to all Letters of Credit outstanding
      as
      of the effective date of its resignation as L/C Issuer and all L/C Obligations
      with respect thereto (including the right to require the Lenders to make
      Revolving Loans that are Base Rate Loans or fund risk participations in
      Unreimbursed Amounts pursuant to Section 2.03(c)).
      If
      Bank of America resigns as Swing Line Lender, it shall retain all the rights
      of
      the Swing Line Lender provided for hereunder with respect to Swing Line Loans
      made by it and outstanding as of the effective date of such resignation,
      including the right to require the Lenders to make Revolving Loans that are
      Base
      Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
      to Section 2.04(c).

    


    10.08 Confidentiality.

    


    Each
      of
      the Administrative Agent and the Lenders agrees to maintain the confidentiality
      of Confidential Information, except that Confidential Information may be
      disclosed (a) to its and its Affiliates’ directors, officers, employees and
      agents, including accountants, legal counsel and other advisors (it being
      understood that the Persons to whom such disclosure is made will be informed
      of
      the confidential nature of such Confidential Information and instructed to
      keep
      such Confidential Information confidential); (b) to the extent requested by
      any
      regulatory authority; (c) to the extent required by applicable Law or
      regulations or by any subpoena or similar legal process; (d) to any other party
      to this Credit Agreement; (e) in connection with the exercise of any remedies
      hereunder or any suit, action or proceeding relating to this Credit Agreement
      or
      the enforcement of rights hereunder (it being understood that the Persons to
      whom such disclosure is made will be informed of the confidential nature of
      such
      Confidential Information and instructed to keep such Confidential Information
      confidential); (f) subject to an agreement containing provisions substantially
      the same as those of this Section, to (i) any Eligible Assignee of or
      Participant in, or any prospective Eligible Assignee of or Participant in,
      any
      of its rights or obligations under this Credit Agreement or (ii) any direct
      or
      indirect contractual counterparty or prospective counterparty (or such
      contractual counterparty’s or prospective counterparty’s professional advisor)
      to any credit derivative transaction relating to obligations of the Credit
      Parties; (g) with the consent of the Borrower Representative; (h) to the extent
      such Confidential Information (i) becomes publicly available other than as
      a
      result of a breach of this Section or (ii) becomes available to the
      Administrative Agent or any Lender on a nonconfidential basis from a source
      other than the Borrowers; (i) to the National Association of Insurance
      Commissioners or any other similar organization (it being understood that the
      Persons to whom such disclosure is made will be informed of the confidential
      nature of such Confidential Information and instructed to keep such Confidential
      Information confidential); or (j) to any nationally recognized rating agency
      that requires access to a Lender’s or an Affiliate’s investment portfolio in
      connection with ratings issued with respect to such Lender or Affiliate. In
      addition, the Administrative Agent and the Lenders may disclose the existence
      of
      this Credit Agreement and information about this Credit Agreement to market
      data
      collectors, similar service providers to the lending industry, and service
      providers to the Administrative Agent and the Lenders in connection with the
      administration and management of this Credit Agreement, the other Credit
      Documents, the Commitments, and the Extension of Credits. Any Person required
      to
      maintain the confidentiality of Confidential Information as provided in this
      Section shall be considered to have complied with its obligation to do so
      if such Person has exercised the same degree of care to maintain the
      confidentiality of such Confidential Information as such Person would accord
      to
      its own confidential information. For the purposes of this Section,
“Confidential
      Information”
means
      all information received from any Credit Party relating to any Credit Party,
      any
      of the other Consolidated Parties, or its or their business, other than any
      such
      information that is available to the Administrative Agent or any Lender on
      a
      nonconfidential basis prior to disclosure by any Credit Party; provided,
      that,
      in the case of information received from a Credit Party after the date hereof,
      such information is clearly identified in writing at the time of delivery as
      confidential.

    


    Each
      of
      the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
      (a)
      the Confidential Information may include material non-public information
      concerning the Borrowers or a Subsidiary, as the case may be, (b) it has
      developed compliance procedures regarding the use of material non-public
      information and (c) it will handle such material non-public information in
      accordance with applicable Law, including Federal and state securities
      Laws.

    


    10.09 Set-off.

    


    In
      addition to any rights and remedies of the Lenders provided by law, upon the
      occurrence and during the continuance of any Event of Default, each Lender
      and
      each of its Affiliates are authorized at any time and from time to time, without
      prior notice to the Borrowers or any other Credit Party, any such notice being
      waived by the Borrowers (on their own behalf and on behalf of each Credit Party)
      to the fullest extent permitted by law, to set off and apply any and all
      deposits (general or special, time or demand, provisional or final) at any
      time
      held by, and other indebtedness at any time owing by, such Lender or Affiliate
      to or for the credit or the account of the respective Credit Parties against
      any
      and all Obligations owing to such Lender hereunder or under any other Credit
      Document, now or hereafter existing, irrespective of whether or not the
      Administrative Agent or such Lender shall have made demand under this Credit
      Agreement or any other Credit Document and although such Obligations may be
      contingent or unmatured or denominated in a currency different from that of
      the
      applicable deposit or indebtedness. Each Lender agrees promptly to notify the
      Borrowers and the Administrative Agent after any such set-off and application
      made by such Lender; provided, however, that the failure to give such notice
      shall not affect the validity of such set-off and application.

    


    10.10 Interest
      Rate Limitation.

    


    Notwithstanding
      anything to the contrary contained in any Credit Document, the interest paid
      or
      agreed to be paid under the Credit Documents shall not exceed the maximum rate
      of non-usurious interest permitted by applicable Law (the “Maximum
      Rate”).
      If
      the Administrative Agent or any Lender shall receive interest in an amount
      that
      exceeds the Maximum Rate, the excess interest shall be applied to the principal
      of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers.
      In determining whether the interest contracted for, charged, or received by
      the
      Administrative Agent or a Lender exceeds the Maximum Rate, such Person may,
      to
      the extent permitted by applicable Law, (a) characterize any payment that is
      not
      principal as an expense, fee, or premium rather than interest, (b) exclude
      voluntary prepayments and the effects thereof, and (c) amortize, prorate,
      allocate, and spread in equal or unequal parts the total amount of interest
      throughout the contemplated term of the Obligations hereunder.

    


    10.11 Counterparts.

    


    This
      Credit Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument.

    


    10.12 Integration.

    


    This
      Credit Agreement, together with the other Credit Documents, comprises the
      complete and integrated agreement of the parties on the subject matter hereof
      and thereof and supersedes all prior agreements, written or oral, on such
      subject matter. In the event of any conflict between the provisions of this
      Credit Agreement and those of any other Credit Document, the provisions of
      this
      Credit Agreement shall control; provided that the inclusion of specific
      supplemental rights or remedies in favor of the Administrative Agent or the
      Lenders in any other Credit Document shall not be deemed a conflict with this
      Credit Agreement. Each Credit Document was drafted with the joint participation
      of the respective parties thereto and shall be construed neither against nor
      in
      favor of any party, but rather in accordance with the fair meaning
      thereof.

    


    10.13 Survival
      of Representations and Warranties.

    


    All
      representations and warranties made hereunder and in any other Credit Document
      or other document delivered pursuant hereto or thereto or in connection herewith
      or therewith shall survive the execution and delivery hereof and thereof. Such
      representations and warranties have been or will be relied upon by the
      Administrative Agent and each Lender, regardless of any investigation made
      by
      the Administrative Agent or any Lender or on their behalf and notwithstanding
      that the Administrative Agent or any Lender may have had notice or knowledge
      of
      any Default or Event of Default at the time of any Extension of Credit, and
      shall continue in full force and effect as long as any Loan or any other
      Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
      shall remain outstanding.

    


    10.14 Severability.

    


    If
      any
      provision of this Credit Agreement or the other Credit Documents is held to
      be
      illegal, invalid or unenforceable, (a) the legality, validity and enforceability
      of the remaining provisions of this Credit Agreement and the other Credit
      Documents shall not be affected or impaired thereby and (b) the parties shall
      endeavor in good faith negotiations to replace the illegal, invalid or
      unenforceable provisions with valid provisions the economic effect of which
      comes as close as possible to that of the illegal, invalid or unenforceable
      provisions. The invalidity of a provision in a particular jurisdiction shall
      not
      invalidate or render unenforceable such provision in any other
      jurisdiction.

    


    10.15 Tax
      Forms.

    


    (a) (i)
      Each
      Lender that is not a “United States person” within the meaning of
      Section 7701(a)(30) of the Internal Revenue Code (a “Foreign
      Lender”)
      shall
      deliver to the Administrative Agent, prior to receipt of any payment subject
      to
      withholding under the Internal Revenue Code (or upon accepting an assignment
      of
      an interest herein), two duly signed completed copies of either IRS
      Form W-8BEN or any successor thereto (relating to such Foreign Lender and
      entitling it to an exemption from, or reduction of, withholding tax on all
      payments to be made to such Foreign Lender by the Borrowers pursuant to this
      Credit Agreement) or IRS Form W-8ECI or any successor thereto (relating to
      all payments to be made to such Foreign Lender by the Borrowers pursuant to
      this
      Credit Agreement) or such other evidence satisfactory to the Borrowers and
      the
      Administrative Agent that such Foreign Lender is entitled to an exemption from,
      or reduction of, U.S. withholding tax, including any exemption pursuant to
      Section 881(c) of the Internal Revenue Code. Thereafter and from time to
      time, each such Foreign Lender shall (A) promptly submit to the Administrative
      Agent such additional duly completed and signed copies of one of such forms
      (or
      such successor forms as shall be adopted from time to time by the relevant
      United States taxing authorities) as may then be available under then current
      United States laws and regulations to avoid, or such evidence as is satisfactory
      to the Borrowers and the Administrative Agent of any available exemption from
      or
      reduction of, United States withholding taxes in respect of all payments to
      be
      made to such Foreign Lender by the Borrowers pursuant to this Credit Agreement,
      (B) promptly notify the Administrative Agent of any change in circumstances
      that
      would modify or render invalid any claimed exemption or reduction, and (C)
      take
      such steps as shall not be materially disadvantageous to it, in the reasonable
      judgment of such Lender, and as may be reasonably necessary (including the
      re-designation of its Lending Office) to avoid any requirement of applicable
      Law
      that the Borrowers make any deduction or withholding for taxes from amounts
      payable to such Foreign Lender.

    


    (ii) Each
      Foreign Lender, to the extent it does not act or ceases to act for its own
      account with respect to any portion of any sums paid or payable to such Lender
      under any of the Credit Documents (for example, in the case of a typical
      participation by such Lender), shall deliver to the Administrative Agent on
      the
      date when such Foreign Lender ceases to act for its own account with respect
      to
      any portion of any such sums paid or payable, and at such other times as may
      be
      necessary in the determination of the Administrative Agent (in the reasonable
      exercise of its discretion), (A) two duly signed completed copies of the forms
      or statements required to be provided by such Lender as set forth above, to
      establish the portion of any such sums paid or payable with respect to which
      such Lender acts for its own account that is not subject to U.S. withholding
      tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any
      successor thereto), together with any information such Lender chooses to
      transmit with such form, and any other certificate or statement of exemption
      required under the Internal Revenue Code, to establish that such Lender is
      not
      acting for its own account with respect to a portion of any such sums payable
      to
      such Lender.

    


    (iii) The
      Borrowers shall not be required to pay any additional amount to any Foreign
      Lender under Section 3.01
      (A) with
      respect to any Taxes required to be deducted or withheld on the basis of the
      information, certificates or statements of exemption such Lender transmits
      with
      an IRS Form W-8IMY pursuant to this Section 10.15(a)
      or (B)
      if such Lender shall have failed to satisfy the foregoing provisions of this
      Section 10.15(a);
      provided that if such Lender shall have satisfied the requirement of this
Section 10.15(a)
      on the
      date such Lender became a Lender or ceased to act for its own account with
      respect to any payment under any of the Credit Documents, nothing in this
Section 10.15(a)
      shall
      relieve the Borrowers of their obligation to pay any amounts pursuant to
Section 3.01
      in the
      event that, as a result of any change in any applicable Law, treaty or
      governmental rule, regulation or order, or any change in the interpretation,
      administration or application thereof, such Lender is no longer properly
      entitled to deliver forms, certificates or other evidence at a subsequent date
      establishing the fact that such Lender or other Person for the account of which
      such Lender receives any sums payable under any of the Credit Documents is
      not
      subject to withholding or is subject to withholding at a reduced
      rate.

    


    (iv) The
      Administrative Agent may, without reduction, withhold any Taxes required to
      be
      deducted and withheld from any payment under any of the Credit Documents with
      respect to which the Borrowers are not required to pay additional amounts under
      this Section 10.15(a).

    


    (b) Upon
      the
      request of the Administrative Agent, each Lender that is a “United States
      person” within the meaning of Section 7701(a)(30) of the Internal Revenue
      Code shall deliver to the Administrative Agent two duly signed completed copies
      of IRS Form W-9. If such Lender fails to deliver such forms, then the
      Administrative Agent may withhold from any interest payment to such Lender
      an
      amount equivalent to the applicable back-up withholding tax imposed by the
      Internal Revenue Code, without reduction.

    


    (c) If
      any
      Governmental Authority asserts that the Administrative Agent did not properly
      withhold or backup withhold, as the case may be, any tax or other amount from
      payments made to or for the account of any Lender, such Lender shall indemnify
      the Administrative Agent therefor, including all penalties and interest, any
      taxes imposed by any jurisdiction on the amounts payable to the Administrative
      Agent under this Section, and costs and expenses (including Attorney Costs)
      of
      the Administrative Agent. The obligation of the Lenders under this
      Section shall survive the termination of the Aggregate Commitments,
      repayment of all other Obligations hereunder and the resignation of the
      Administrative Agent.

    


    10.16 Replacement
      of Lenders.

    


    To
      the
      extent that Section
      3.06(b)
      provides
      that the Borrowers shall have the right to replace a Lender as a party to this
      Credit Agreement, the Borrowers may, upon notice to such Lender and the
      Administrative Agent, replace such Lender by causing such Lender to assign
      its
      Commitment (with the related assignment fee to be paid by the Borrowers)
      pursuant to Section 10.07(b)
      to one
      or more Eligible Assignees procured by the Borrowers; provided, however, that
      if
      the Borrowers elect to exercise such right with respect to any Lender pursuant
      to such Section 3.06(b),
      they
      shall be obligated to replace all Lenders that have made similar requests for
      compensation pursuant to Section 3.01
      or
      3.04.
      The
      Borrowers shall pay in full all principal, interest, fees and other amounts
      owing to such Lender through the date of replacement (including any amounts
      payable pursuant to Section 3.05).
      Any
      Lender being replaced shall execute and deliver an Assignment and Assumption
      with respect to such Lender’s Commitment and outstanding Loans and
      participations in L/C Obligations and Swing Line Loans.

    


    10.17 No
      Advisory or Fiduciary Responsibility.

    


    In
      connection with all aspects of each transaction contemplated hereby, the
      Borrowers each acknowledge and agree, and acknowledge their respective
      Affiliates’ understanding, that: (a) the credit facility provided for hereunder
      and any related arranging or other services in connection therewith (including
      in connection with any amendment, waiver or other modification hereof or of
      any
      other Credit Document) are an arm’s-length commercial transaction between the
      Borrowers and their respective Affiliates, on the one hand, and the
      Administrative Agent and the Arranger, on the other hand, and each Borrower
      is
      capable of evaluating and understanding and understands and accepts the terms,
      risks and conditions of the transactions contemplated hereby and by the other
      Credit Documents (including any amendment, waiver or other modification hereof
      or thereof); (b) in connection with the process leading to such transaction,
      the
      Administrative Agent and the Arranger each is and has been acting solely as
      a
      principal and is not the financial advisor, agent or fiduciary, for the
      Borrowers or any of their respective Affiliates, stockholders, creditors or
      employees or any other Person; (c) neither the Administrative Agent nor the
      Arranger has assumed or will assume an advisory, agency or fiduciary
      responsibility in favor of the Borrowers with respect to any of the transactions
      contemplated hereby or the process leading thereto, including with respect
      to
      any amendment, waiver or other modification hereof or of any other Credit
      Document (irrespective of whether the Administrative Agent or the Arranger
      has
      advised or is currently advising the Borrowers or any of their respective
      Affiliates on other matters) and neither the Administrative Agent nor the
      Arranger has any obligation to the Borrowers or any of their respective
      Affiliates with respect to the transactions contemplated hereby except those
      obligations expressly set forth herein and in the other Credit Documents; (d)
      the Administrative Agent and the Arranger and their respective Affiliates may
      be
      engaged in a broad range of transactions that involve interests that differ
      from
      those of the Borrowers and their respective Affiliates, and neither the
      Administrative Agent nor the Arranger has any obligation to disclose any of
      such
      interests by virtue of any advisory, agency or fiduciary relationship; and
      (e)
      the Administrative Agent and the Arranger have not provided and will not provide
      any legal, accounting, regulatory or tax advice with respect to any of the
      transactions contemplated hereby (including any amendment, waiver or other
      modification hereof or of any other Credit Document) and each Borrower has
      consulted its own legal, accounting, regulatory and tax advisors to the extent
      it has deemed appropriate. Each Borrower hereby waives and releases, to the
      fullest extent permitted by law, any claims that it may have against the
      Administrative Agent and the Arranger with respect to any breach or alleged
      breach of agency or fiduciary duty.

     

    10.18 Source
      of Funds.

    


    Each
      of
      the Lenders hereby represents and warrants to the Borrowers that at least one
      of
      the following statements is an accurate representation as to the source of
      funds
      to be used by such Lender in connection with the financing
      hereunder:

    


    (a) no
      part
      of such funds constitutes assets allocated to any separate account maintained
      by
      such Lender in which any employee benefit plan (or its related trust) has any
      interest;

    


    (b) to
      the
      extent that any part of such funds constitutes assets allocated to any separate
      account maintained by such Lender, such Lender has disclosed to the Borrowers
      the name of each employee benefit plan whose assets in such account exceed
      ten
      percent (10%) of the total assets of such account as of the date of such
      purchase (and, for purposes of this subsection (b), all employee benefit
      plans maintained by the same employer or employee organization are deemed to
      be
      a single plan);

    


    (c) to
      the
      extent that any part of such funds constitutes assets of an insurance company’s
      general account, such insurance company has complied with all of the
      requirements of the regulations issued under Section 401(c)(1)(A) of ERISA;
      or

    


    (d) such
      funds constitute assets of one or more specific benefit plans that such Lender
      has identified in writing to the Borrowers.

    


    As
      used
      in this Section, the terms “employee benefit plan” and “separate account” shall
      have the respective meanings provided in Section 3 of ERISA.

    


    10.19 GOVERNING
      LAW.

    


    (a) THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      LAW
      OF THE
      STATE OF NEW YORK APPLICABLE
      TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
      REGARD TO CONFLICT OF LAWS PRINCIPLES;
      PROVIDED THAT THE ADMINISTRATIVE
      AGENT
      AND EACH
      LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

    


    (b) ANY
      LEGAL
      ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
      MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
      OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY
      EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERS, THE
      ADMINISTRATIVE
      AGENT
      AND EACH
      LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
      JURISDICTION OF THOSE COURTS. THE BORROWERS, THE ADMINISTRATIVE AGENT
      AND EACH
      LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
      OF VENUE OR BASED ON THE GROUNDS OF FORUM
      NON CONVENIENS,
      WHICH
      IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
      SUCH
      JURISDICTION IN RESPECT OF ANY CREDIT DOCUMENT OR OTHER DOCUMENT RELATED
      THERETO. THE BORROWERS, THE ADMINISTRATIVE
      AGENT
      AND EACH
      LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
      WHICH
      MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

    


    10.20 WAIVER
      OF RIGHT TO TRIAL BY JURY.

    


    EACH
      PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
      OF
      ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY CREDIT DOCUMENT
      OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
      PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT DOCUMENT, OR THE
      TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
      ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
      HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
      ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
      THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
      SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
      SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

    


    10.21 No
      Conflict.

    


    To
      the
      extent there is any conflict or inconsistency between the provisions hereof
      and
      the provisions of any other Credit Document, this Credit Agreement shall
      control.

    


    10.22 USA
      Patriot Act Notice.

    


    Each
      Lender and the Administrative Agent (for itself and not on behalf of any Lender)
      hereby notifies the Borrowers that pursuant to the requirements of the USA
      Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
      2001)) (the “Act”),
      it is
      required to obtain, verify and record information that identifies the Borrowers
      (and to the extent applicable, the Parent), which information includes the
      name
      and address of the respective Borrowers (and to the extent applicable, the
      Parent) and other information that will allow such Lender or the Administrative
      Agent, as applicable, to identify the Borrowers (and to the extent applicable,
      the Parent) in accordance with the Act.

    


    10.23 Entire
      Agreement.

    


    THIS
      CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
      AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

    


    10.24 California
      Real Property Assets.

    


    NOTWITHSTANDING
      ANYTHING TO THE CONTRARY CONTAINED HEREIN, AT ANY TIME THAT ANY OF THE
      OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY ASSETS LOCATED IN CALIFORNIA,
      NO
      LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE
      ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY
      PROVISION OF THIS AGREEMENT OR ANY CREDIT DOCUMENT UNLESS IT IS TAKEN WITH
      THE
      CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY SECTION 8.3 OF
      THIS AGREEMENT, ALL OF THE LENDERS, IF SUCH SETOFF OR ACTION OR PROCEEDING
      WOULD
      OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE
      OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE,
      OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF
      THE
      LIENS GRANTED TO THE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE
      ENFORCEABILITY OF THE OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY
      ANY
      LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS
      REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR
      THE
      BENEFIT OF EACH OF THE LENDERS.

    


    10.25 2004
      Facility Assignment Agreement.

    


    Each
      Lender hereunder hereby authorizes and directs the Administrative Agent, on
      behalf of each such Lender, to, on the Closing Date, enter into the 2004
      Facility Assignment Agreement, substantially in the form of Exhibit
      I
      hereto,
      among 2004 Facility Lenders and the 2004 Administrative Agent, which agreement
      shall provide, among other things, for the assignment all of the 2004 Facility
      Lenders’ rights, titles and interests in and to the 2004 Credit Facility and the
      2004 Collateral Documents in favor of the Administrative Agent hereunder, on
      behalf of the Lenders hereunder and such other actions on its behalf as is
      contemplated by the terms of such 2004 Facility Assignment
      Agreement.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK -

    SIGNATURE
      PAGES AND SCHEDULES AND EXHIBITS TO FOLLOW]


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be
      duly
      executed as of the date first above written.

    


    


    BORROWERS:    OHI
      ASSET, LLC

    OHI
      ASSET
      (ID), LLC

    OHI
      ASSET
      (LA), LLC

    OHI
      ASSET
      (TX), LLC

    OHI
      ASSET
      (CA), LLC

    DELTA
      INVESTORS I, LLC

    DELTA
      INVESTORS II, LLC

    


    By: Omega
      Healthcare Investors, Inc., 

    the
      Sole
      Member of each such company

    


    By:/s/
      Daniel J. Booth    

    Name: Daniel
      J. Booth   

    Title:  
      Chief
      Operating Officer  

    


    TEXAS
      LESSOR - STONEGATE, LP

    


    By: Texas
      Lessor - Stonegate GP, Inc., 

    Its
      General Partner

    


    By:/s/
      Daniel J. Booth    

    Name: Daniel
      J. Booth   

    Title:  
      Chief
      Operating Officer  

    


    



    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    LENDERS:     BANK
      OF
      AMERICA, N.A.,

    as
      Administrative Agent

    


    By:/s/
      Amie L. Edwards 

    Name:
      Amie
      L. Edwards   

    Title:
      Vice
      President    

    


    


    BANK
      OF
      AMERICA, N.A.,
      as L/C
      Issuer, Swing Line Lender and as a Lender

    


    By:/s/
      Amie L. edwards 

    Name:
      Amie
      L. Edwards   

    Title:
      Vice
      President    

    



    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    UBS
      LOAN
      FINANCE LLC

    as
      a
      Lender

    


    By:/s/
      Joselin Frenandes 

    Name:
      Joselin
      Fernandes   

    Title:
      Associate
      Director   

    


    


    By:/s/
      Sailoz Sikka 

    Name:
      Sailoz
      Sikka    

    Title:
      Associate
      Director   

    



    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS, as a Lender

    


    By:/s/
      Diane Rolfe 

    Name:
      Diane
      Rolfe    

    Title:
      Director     

    


    


    By:/s/
      Anca Trifan 

    Name:
      Anca
      Trifan    

    Title:
      Director     


    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    GENERAL
      ELECTRIC CAPTIAL CORPORATION,

    as
      a
      Lender

    


    By:/s/
      Jeff Erhardt 

    Name:
      Jeff
      Erhardt    

    Title:
      Authorized
      Signatory   


    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    LASALLE
      BANK, N.A.,

    as
      a
      Lender

    


    By:/s/
      Geraldine Rudig 

    Name:
      Geraldine
      Rudig   

    Title:
      Senior
      Vice President   


    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CITICORP
      NORTH AMERICA, INC.,

    as
      a
      Lender

    


    By:/s/
      Jeanne M. Craig 

    Name:
      Jeanne
      M. Craig   

    Title:
      Vice
      President