Exhibit 10.1


 


[EXECUTION VERSION] 





 






Published CUSIP
Number: 68209GAN0


 


CREDIT AGREEMENT


Dated as of May 25, 2017


among


OMEGA HEALTHCARE INVESTORS, INC.,


as Borrower


CERTAIN SUBSIDIARIES OF THE BORROWER


REFERRED TO HEREIN AS GUARANTORS,


THE LENDERS PARTY HERETO,


BANK OF AMERICA, N.A.,


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


and


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK,


and


JPMORGAN CHASE BANK, N.A.,


and


CITIZENS BANK, NATIONAL ASSOCIATION,


as Co-Syndication Agents,


and


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,


as Joint Lead Arranger and Sole Book Runner


and


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK,


and


JPMORGAN CHASE BANK, N.A.,


and


CITIZENS BANK, NATIONAL ASSOCIATION,


as Joint Lead Arrangers


and


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


and


COMPASS BANK,


and


ROYAL BANK OF CANADA,


and


THE BANK OF NOVA SCOTIA,


and


SUNTRUST BANK,


and


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Co-Documentation Agents


 





 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS AND ACCOUNTING TERMS	2
	 	 	 
	1.01	Defined Terms	2
	1.02	Interpretive Provisions	43
	1.03	Accounting Terms	43
	1.04	Rounding	44
	1.05	References to Agreements and Laws	44
	1.06	Times of Day; Rates	44
	1.07	Letter of Credit Amounts	44
	1.08	Exchange Rates; Currency Equivalents	45
	1.09	Additional Alternative Currencies	45
	1.10	Change of Currency	46
	 	 	 
	Article II COMMITMENTS AND EXTENSION OF CREDITS	46
	 	 	 
	2.01	Commitments	46
	2.02	Borrowings, Conversions and Continuations	52
	2.03	Additional Provisions with respect to Letters of Credit	54
	2.04	Additional Provisions with respect to Swing Line Loans	61
	2.05	Repayment of Loans	64
	2.06	Prepayments	64
	2.07	Termination or Reduction of Commitments	65
	2.08	Interest	66
	2.09	Fees	66
	2.10	Computation of Interest and Fees	69
	2.11	Payments Generally	69
	2.12	Sharing of Payments	71
	2.13	Evidence of Debt	72
	2.14	Cash Collateral	73
	2.15	Defaulting Lenders	74
	2.16	Extension of Revolving Loan Maturity Date	77
	 	 	 
	Article III TAXES, YIELD PROTECTION AND ILLEGALITY	78
	 	 	 
	3.01	Taxes	78
	3.02	Illegality	80
	3.03	Inability to Determine Rates	80
	3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans	81
	3.05	Funding Losses	82
	3.06	Matters Applicable to all Requests for Compensation	82
	3.07	Survival	83
	 	 	 
	Article IV CONDITIONS PRECEDENT TO EXTENSION OF CREDITS	83
	 	 	 
	4.01	Conditions to Initial Extensions of Credit	83
	4.02	Conditions to Extensions of Credit	86


 




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	Article V REPRESENTATIONS AND WARRANTIES	86
	 	 	 
	5.01	Financial Statements; No Material Adverse Effect	86
	5.02	Corporate Existence and Power	87
	5.03	Corporate and Governmental Authorization; No Contravention	88
	5.04	Binding Effect	88
	5.05	Litigation	88
	5.06	Compliance with ERISA	88
	5.07	Environmental Matters	89
	5.08	Margin Regulations; Investment Company Act	90
	5.09	Compliance with Laws	90
	5.10	Ownership of Property; Liens	90
	5.11	Corporate Structure; Capital Stock, Etc	91
	5.12	Labor Matters	91
	5.13	No Default	91
	5.14	Solvency	91
	5.15	Taxes	91
	5.16	REIT Status	92
	5.17	Insurance	92
	5.18	Intellectual Property; Licenses, Etc	92
	5.19	Disclosure	92
	5.20	Anti-Terrorism Laws	93
	5.21	OFAC/FCPA	93
	5.22	EEA Financial Institution	93
	 	 
	Article VI AFFIRMATIVE COVENANTS	93
	 	 	 
	6.01	Financial Statements	94
	6.02	Certificates; Other Information	94
	6.03	Preservation of Existence and Franchises	97
	6.04	Books and Records	97
	6.05	Compliance with Law	97
	6.06	Payment of Taxes and Other Indebtedness	97
	6.07	Insurance	97
	6.08	Maintenance of Property	97
	6.09	Performance of Obligations	98
	6.10	Visits and Inspections	98
	6.11	Use of Proceeds/Purpose of Loans and Letters of Credit	98
	6.12	Financial Covenants	98
	6.13	Environmental Matters; Preparation of Environmental Reports	99
	6.14	REIT Status	100
	6.15	Additional Guarantors; Withdrawal or Addition of Unencumbered Properties; Release of Guarantors	100
	6.16	Anti-Terrorism Laws	101
	6.17	Compliance With Material Contracts	102
	6.18	Designation as Senior Debt	102
	6.19	Investor Guaranties	102


 




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	Article VII NEGATIVE COVENANTS	102
	 	 
	7.01	Liens	102
	7.02	Indebtedness	104
	7.03	Investments	104
	7.04	Fundamental Changes	105
	7.05	Dispositions	106
	7.06	Change in Nature of Business	106
	7.07	Transactions with Affiliates and Insiders	106
	7.08	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	107
	7.09	Negative Pledges	107
	7.10	Use of Proceeds	107
	7.11	Prepayments of Indebtedness	108
	7.12	Stock Repurchases	108
	7.13	Sanctions	108
	 	 	 
	Article VIII EVENTS OF DEFAULT AND REMEDIES	108
	 	 	 
	8.01	Events of Default	108
	8.02	Remedies Upon Event of Default	111
	8.03	Application of Funds	111
	 	 	 
	Article IX ADMINISTRATIVE AGENT	112
	 	 	 
	9.01	Appointment and Authorization of Administrative Agent	112
	9.02	Delegation of Duties	113
	9.03	Liability of Administrative Agent	113
	9.04	Reliance by Administrative Agent	114
	9.05	Notice of Default	114
	9.06	Credit Decision; Disclosure of Confidential Information by Administrative Agent	115
	9.07	Indemnification of Administrative Agent	115
	9.08	Administrative Agent in its Individual Capacity	116
	9.09	Successor Administrative Agent	116
	9.10	Administrative Agent May File Proofs of Claim	117
	9.11	Guaranty Matters	118
	9.12	Other Agents; Arrangers and Managers	118
	 	 	 
	Article X MISCELLANEOUS	118
	 	 	 
	10.01	Amendments, Etc	118
	10.02	Notices and Other Communications; Facsimile Copies	120
	10.03	No Waiver; Cumulative Remedies	122
	10.04	Attorney Costs, Expenses and Taxes	123
	10.05	Indemnification	123
	10.06	Payments Set Aside	124
	10.07	Successors and Assigns	125
	10.08	Confidentiality	128
	10.09	Set-off	130
	10.10	Interest Rate Limitation	130
	10.11	Counterparts	130


 




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	10.12	Integration	131
	10.13	Survival of Representations and Warranties	131
	10.14	Severability	131
	10.15	Tax Forms	131
	10.16	Replacement of Lenders	133
	10.17	No Advisory or Fiduciary Responsibility	134
	10.18	Source of Funds	134
	10.19	GOVERNING LAW	135
	10.20	WAIVER OF RIGHT TO TRIAL BY JURY	135
	10.21	No Conflict	136
	10.22	USA Patriot Act Notice	136
	10.23	Electronic Execution of Assignments and Certain Other Documents	136
	10.24	Entire Agreement	137
	10.25	Judgment Currency	137
	10.26	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	137
	 	 	 
	Article XI GUARANTY	138
	 	 	 
	11.01	The Guaranty	138
	11.02	Obligations Unconditional	138
	11.03	Reinstatement	140
	11.04	Certain Waivers	140
	11.05	Rights of Contribution	141
	11.06	Guaranty of Payment; Continuing Guaranty	141
	11.07	Keepwell	141


 




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SCHEDULES


 


	2.01	Lenders and Commitments
	5.11	Corporate Structure; Capital Stock
	5.20	Consolidated Parties
	7.01	Liens
	7.02	Indebtedness
	7.03	Investments
	7.09	Negative Pledges
	10.02	Notice Addresses


 


EXHIBITS


 


	A	Form of Loan Notice
	B-1	Form of Dollar Tranche Note
	B-2	Form of U.S. Term Note
	B-3	Form of Alternative Currency Tranche Note
	B-4	Form of Sterling Term Note
	C	Form of Compliance Certificate
	D	Form of Assignment and Assumption
	E	Form of Subsidiary Guarantor Joinder Agreement
	F	Form of Lender Joinder Agreement


 




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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 May 25, 2017 by and among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Borrower”)
certain subsidiaries of the Borrower identified herein, as Guarantors, 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
Borrower has requested that (a) the Revolving Lenders hereunder provide a four-year revolving credit facility in an aggregate Dollar
Equivalent amount of $1,250,000,000 (the “Revolving Credit Facility”), to be allocated into a $900,000,000 tranche
available in Dollars and a $350,000,000 tranche available in Dollars or Alternative Currencies, (b) the U.S. Term Loan Lenders
hereunder provide a term loan facility in the amount of $425,000,000 (the “U.S. Term Loan Facility”), and (c)
the Sterling Term Loan Lenders hereunder provide a term loan facility in the amount of £100,000,000 (the “Sterling
Term Loan Facility”, and together with the Revolving Credit Facility and the U.S. Term Loan Facility, the “Credit
Facilities”), which Credit Facilities may be increased to an aggregate Dollar Equivalent amount of $2,500,000,000;


 


WHEREAS, to
provide assurance for the repayment of the Loans hereunder and the other Obligations of the Credit Parties, the Borrower will,
among other things, provide or cause to be provided to the Administrative Agent, for the benefit of the holders of the Obligations
so guaranteed, a guaranty of the Obligations by each of the Guarantors pursuant to Article XI hereof;


 


WHEREAS, subject
to the terms and conditions set forth herein, the Administrative Agent is willing to act as administrative agent for the Lenders,
the L/C Issuer is willing to issue Letters of Credit as provided herein, the Swing Line Lender is willing to make Swing Line Loans
as provided herein, and each of the Revolving Lenders is willing to make Revolving Loans and to participate in Letters of Credit
as provided herein in an aggregate amount at any one time outstanding not in excess of such Revolving Lender’s Revolving
Commitment hereunder, each of the U.S. Term Loan Lenders is willing to make U.S. Term Loans as provided herein in an aggregate
amount at any one time outstanding not in excess of such U.S. Term Loan Lender’s U.S. Term Loan Commitment hereunder, and
each of the Sterling Term Loan Lenders is willing to make Sterling Term Loans as provided herein in an aggregate amount at any
one time outstanding not in excess of such Sterling Term Loan Lender’s Sterling Term Loan Commitment hereunder.


 


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 (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):


 


“Acquisition”
with respect to any Person, means the purchase or acquisition by such Person of any Capital Stock in or any asset of another Person,
whether or not involving a merger or consolidation with such other Person.


 


“Acquisition
Leverage Ratio Notice” means a written notice from the Borrower to the Administrative Agent (a) delivered not later than
twenty (20) days following the last day of the initial fiscal quarter in which the Borrower seeks to invoke an adjustment to the
Consolidated Leverage Ratio and/or the Consolidated Unencumbered Leverage Ratio and (b) which describes the Significant Acquisition
which formed the basis for such request (including without limitation, a pro forma calculation of the Consolidated Leverage Ratio
and/or the Consolidated Unencumbered Leverage Ratio, as applicable, immediately prior to and after giving effect to such Significant
Acquisition) and otherwise in form and substance reasonably satisfactory to the Administrative Agent.


 


“Adjusted
Consolidated Funded Debt” means, as of any date of determination, the sum of (a) all Consolidated Funded Debt plus
(b) the Consolidated Parties’ pro rata share of Funded Debt attributable to interest in Unconsolidated Affiliates.


 


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


 




    	 	2	 



     


    

 


“Aggregate
Alternative Currency Tranche Commitments” means the Alternative Currency Tranche Commitments of all the Alternative Currency
Tranche Lenders.


 


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


 


“Aggregate
Revolving Commitments” means, collectively, the Aggregate Dollar Tranche Commitments and the Aggregate Alternative Currency
Tranche Commitments.


 


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


 


“Agreement
Currency” has the meaning provided in Section 10.25.


 


“Alternative
Currency” means each of the following currencies: Euro, British Pound Sterling and Canadian Dollars, together with each
other currency (other than Dollars) that is approved in accordance with Section 1.09.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.


 


“Alternative
Currency Sublimit” means an amount equal to the lesser of the Aggregate Alternative Currency Tranche Commitments and
$350,000,000, subject to the provisions of Section 2.06(b).


 


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


 


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


 


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


 


“Alternative
Currency Tranche Lenders” means a collective reference to the Lenders holding Alternative Currency Tranche Loans or Alternative
Currency Tranche Commitments.


 




    	 	3	 



     


    

 


“Alternative
Currency Tranche Loan” has the meaning provided in Section 2.01(a)(ii).


 


“Alternative
Currency Tranche Note” means the promissory notes in the form of Exhibit B-3, if any, given to each Alternative
Currency Tranche Lender to evidence the Alternative Currency Tranche Loans of such Alternative Currency Tranche Lender, as amended,
restated, modified, supplemented, extended, renewed or replaced.


 


“Alternative
Currency Tranche Obligations” means the Alternative Currency Tranche Loans.


 


“Applicable
Maturity Date” means (a) with respect to the Revolving Loans, the Swing Line Loans and Letters of Credit, the Revolving
Loan Maturity Date; (b) with respect to the U.S. Term Loan, the U.S. Term Loan Maturity Date; and (c) with respect to the Sterling
Term Loan, the Sterling Term Loan Maturity Date.


 


“Applicable
Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment
at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such
Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the
commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage
of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to
any subsequent assignments, (b) with respect to such Lender’s portion of any outstanding U.S. Term Loan at any time,
the percentage (carried out to the ninth decimal place) of the outstanding principal amount of such U.S. Term Loan held by such
Lender at such time subject to adjustment as provided in Section 2.15, (c) with respect to such Lender’s portion of
any outstanding Sterling Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal
amount of such Sterling Term Loan held by such Lender at such time subject to adjustment as provided in Section 2.15, (d)
with respect to such Lender’s U.S. Term Loan Commitment at any time, the percentage (carried out to the ninth decimal place)
of the aggregate U.S. Term Loan Commitments of all Lenders represented by such Lender’s U.S. Term Loan Commitment at such
time, subject to adjustment as provided in Section 2.15, and (e) with respect to such Lender’s Sterling Term Loan
Commitment at any time, the percentage (carried out to the ninth decimal place) of the aggregate Sterling Term Loan Commitments
of all Lenders represented by such Lender’s Sterling Term Loan Commitment at such time, subject to adjustment as provided
in Section 2.15. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed
by such Lender pursuant to Section 2.01(e), as applicable.


 


“Applicable
Rate” means, for any applicable period, the appropriate applicable percentage corresponding to the following percentages
per annum, based upon the Debt Ratings at each Pricing Level as set forth below:


 




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	Applicable Rate
	 	 	 	 	Revolving Loans	 	 	Term Loan	 	 	 	 	 	 	 
	Pricing 

    Level	 	Debt Rating	 	Eurodollar 

Loans	 	 	Base Rate 

Loans	 	 	Eurodollar 

Loans	 	 	Base Rate 

Loans	 	 	Letter of 

Credit Fee	 	 	Facility
 Fee
	 
	1	 	> A-/A3	 	 	0.875	%	 	 	0.00	%	 	 	0.90	%	 	 	0.00	%	 	 	0.875	%	 	 	0.125	%
	2	 	BBB+/Baa1	 	 	0.90	%	 	 	0.00	%	 	 	0.95	%	 	 	0.00	%	 	 	0.90	%	 	 	0.15	%
	3	 	BBB/Baa2	 	 	1.05	%	 	 	0.05	%	 	 	1.20	%	 	 	0.20	%	 	 	1.05	%	 	 	0.20	%
	4	 	BBB-/Baa3	 	 	1.25	%	 	 	0.25	%	 	 	1.45	%	 	 	0.45	%	 	 	1.25	%	 	 	0.25	%
	5	 	<BBB-/Baa3	 	 	1.65	%	 	 	0.65	%	 	 	1.90	%	 	 	0.90	%	 	 	1.65	%	 	 	0.30	%



 


Each change in the Applicable Rate resulting
from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing
on the date of delivery by the Borrower to the Administrative Agent of notice thereof and ending on the day immediately preceding
the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public
announcement thereof and ending on the day immediately preceding the effective date of the next such change. If at any time the
Borrower or Omega LP has only two (2) Debt Ratings, and such Debt Ratings are split, then: (A) if the difference between such Debt
Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Rate shall be the rate
per annum that would be applicable if the higher of the Debt Ratings were used; and (B) if the difference between such Debt Ratings
is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P), the Applicable Rate shall be the rate per annum that
would be applicable if the median of the applicable Debt Ratings were used. If at any time the Borrower or Omega LP has three (3)
Debt Ratings, and such Debt Ratings are split, then: (A) if the difference between the highest and the lowest such Debt Ratings
is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Rate shall be the rate per annum
that would be applicable if the highest of the Debt Ratings were used; and (B) if the difference between such Debt Ratings is two
ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Rate shall be the rate per
annum that would be applicable if the average of the two (2) highest Debt Ratings were used; provided, that if such average
is not a recognized rating category, then the Applicable Rate shall be the rate per annum that would be applicable if the second
highest Debt Rating of the three were used.


 


“Applicable
Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of
settlement for such Alternative Currency as may be determined by the Administrative Agent, as the case may be, to be necessary
for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.


 


“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 Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer Wholly Owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment
banking, commercial lending services or related businesses may be transferred following the date


 




    	 	5	 



     


    

 


of this Agreement), Credit
Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A. and Citizens Bank, National Association, in their respective
capacities as joint lead arrangers and joint bookrunners.


 


“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 entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.07(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent and, if such assignment and assumption requires its consent, the Borrower.


 


“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 Borrower and its Consolidated Subsidiaries for the fiscal
year ended December 31, 2016, and the related consolidated statements of earnings, shareholders’ equity and cash flows
for such fiscal year of the Borrower and its Consolidated Subsidiaries, including the notes thereto; provided, that the
Administrative Agent hereby agrees that the Form 10-K of the Borrower delivered to it by the Borrower and containing information
for the fiscal year ended December 31, 2016 shall constitute all information required to be delivered as part of the “Audited
Financial Statements” for purposes of this Agreement.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


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


 




    	 	6	 



     


    

 


“Bank of Tokyo
Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of May 25, 2017, by and among the
Borrower, as borrower, certain subsidiaries of the Borrower, as guarantors, the financial institutions party thereto from time
to time, as lenders, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent, as amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


“Bankruptcy
Code” means Title 11 of the United States Code, as the same may be amended from time to time.


 


“Bankruptcy
Event” means, with respect to any Person, the occurrence of any of the following: (a) 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 (b) 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 (c) 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 (d) 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 (e) 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 (f) 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.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (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,”
and (c) the Eurodollar Rate determined on such day (or if no such rate is determined on such day, the next preceding day for which
a Eurodollar Rate is determined) for a Eurodollar Loan with an Interest Period of one month plus one percent (1.00%); and if the
Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate”
is a rate set by Bank of America


 




    	 	7	 



     


    

 


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. All Base Rate Loans shall be denominated in Dollars.


 


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


 


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


 


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


 


“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 no more than $2,961,607 is outstanding as of the Closing
Date).


 


“British Pound
Sterling” means the lawful currency of the United Kingdom.


 


“Businesses”
has the meaning provided in Section 5.07(a).


 


“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, the state where the Administrative Agent’s Office with respect to Obligations denominated
in Dollars is located and:


 


(a)          if
such day relates to any interest rate settings as to a Eurodollar Loan denominated in Dollars, any fundings, disbursements, settlements
and payments in Dollars in respect of any such Eurodollar Loan, or any other dealings in Dollars to be carried out pursuant to
this Credit Agreement in respect of any such Eurodollar Loan, means any such day that is also a London Banking Day;


 


(b)          if
such day relates to any interest rate settings as to a Eurodollar Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of such Eurodollar Loan, or any other dealings in Euro to be carried out pursuant to this Credit
Agreement in respect of any such Eurodollar Loan, means a TARGET Day;


 


(c)          if
such day relates to any interest rate settings as to a Eurodollar Loan denominated in a currency other than Dollars or Euro, means
any such day on which dealings in deposits in the relevant currency are conducted by and between banks in London or other applicable
interbank market for such currency; and


 




    	 	8	 



     


    

 


(d)          if
such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of
a Eurodollar Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars
or Euro to be carried out pursuant to this Credit Agreement in respect of any such Eurodollar Loan (other than interest rate settings),
means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such
currency.


 


“Canadian
Dollar” or “CAD” means the lawful currency of Canada.


 


“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.


 


“Capitalization
Rate” means 10.0% for all government reimbursed assets (i.e. skilled nursing facilities, hospitals, etc.) and 7.50% for
all non-government reimbursed assets (i.e. assisted living facilities, independent living facilities, medical office buildings,
etc.).


 


“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 Revolving Lenders, as collateral for the L/C Obligations. “Cash Collateralization” and “Cash
Collateralize” have meanings correlative thereto.


 


“Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by 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) Dollar, Euro, Canadian Dollar or British Pound Sterling 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 (6) 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


 




    	 	9	 



     


    

 


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.


 


“CDOR”
has the meaning provided in the definition of “Eurodollar Rate” in this Section 1.01.


 


“Change in
Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of
Control” means the occurrence of any of the following events: (a) 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 Borrower (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 Borrower, (b) 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 Borrower (together with any new director whose election by the Borrower’s Board of Directors or whose nomination for
election by the Borrower’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 Borrower then in office, (c) the occurrence of a “Change
of Control” or any equivalent term or concept under any of the Senior Note Indentures, (d) the Borrower ceases to be a general
partner of Omega LP or ceases to have the sole and exclusive power to exercise all management and control over Omega LP, (e) any
Person other than the Borrower or Omega Holdco becomes a general partner of Omega LP, or (f) the Borrower ceases to own, directly
or indirectly, sixty percent (60%) or more of the equity interests in Omega LP. As used herein, “beneficial ownership”
shall have the meaning provided in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934.


 


“Closing Date”
means the date hereof.


 




    	 	10	 



     


    

 


“Commitment”
means (a) with respect to each Lender, (i) the Revolving Commitment of such Lender, (ii) the U.S. Term Loan Commitment of such
Lender (iii) the Sterling Term Loan Commitment of such Lender, (b) with respect to the L/C Issuer, the L/C Commitment and (c) with
respect to the Swing Line Lender, the Swing Line Commitment.


 


“Commitment
Increase Amendment” has the meaning set forth in Section 2.01(f).


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § et seq.).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C.


 


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


 


“Consolidated
Adjusted EBITDA” means, for any period, for the Consolidated Parties on a consolidated basis, the sum of (a) Consolidated
EBITDA as of such date plus (b) an 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).


 


“Consolidated
EBITDA” means, for any period, for the Consolidated Parties on a consolidated basis, the 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 period 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 plus (c) to the extent
decreasing net income of the Consolidated Parties for such period, all expenses directly attributable to FIN 46 consolidation requirements,
minus (d) to the extent increasing net income of the Consolidated Parties for such period, all revenue directly attributable
to FIN 46 consolidation requirements, plus (e) to the extent decreasing net income of the Consolidated Parties for such
period, all expenses directly related to owned and operated assets, minus (f) to the extent increasing net income of the
Consolidated Parties for such period, all revenues directly related to owned and operated assets, 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, in each case, for the most recently completed four (4) fiscal quarters.


 


“Consolidated
Fixed Charges” means, for any period, for the Consolidated Parties on a consolidated basis, the 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 period, plus (b) current scheduled principal payments of Consolidated Funded
Debt for such period (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


 




    	 	11	 



     


    

 


beginning of this definition,
plus (c) dividends and distributions on preferred stock, if any, for such period, in each case, as determined in accordance
with GAAP.


 


“Consolidated
Funded Debt” means, as of any date of determination, the sum of (a) all Funded Debt of the Consolidated Parties determined
on a consolidated basis minus (b) to the extent included in the calculation of Funded Debt of the Consolidated Parties,
the aggregate amount of Funded Debt directly attributable to FIN 46 consolidation requirements, all determined in accordance with
GAAP.


 


“Consolidated
Interest Expense” means, for any period, for the Consolidated Parties on a consolidated basis, all interest expense and
letter of credit fee expense, as determined in accordance with GAAP during such period; 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) Adjusted Consolidated Funded Debt to
(b) Consolidated Total Asset Value for the most recently completed fiscal quarter.


 


“Consolidated
Parties” means the Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP.


 


“Consolidated
Secured Funded Debt” means the aggregate principal amount of Funded Debt of the Borrower or any of its Subsidiaries,
on a consolidated basis, that is secured by a Lien, and shall include (without duplication), the ownership share of such secured
Funded Debt of the Borrower’s or its Subsidiaries’ Unconsolidated Affiliates.


 


“Consolidated
Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Funded Debt to
(b) Consolidated Total Asset Value for the most recently completed fiscal quarter.


 


“Consolidated
Subsidiary” means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of
the Borrower 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 $45,000,000 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 Borrower from time to time
pursuant to the terms of this Credit Agreement).


 


“Consolidated
Total Asset Value” means the sum of all the following of the Consolidated Parties, without duplication: (a) the
quotient of (1) Net Revenue from all Real Property Assets


 




    	 	12	 



     


    

 


for the fiscal quarter
most recently ended (for Real Property Assets owned for the prior four (4) fiscal quarters), minus the Net Revenue attributable
to each Real Property Asset sold or otherwise disposed of during such most recently ended quarter, minus the Net Revenue
from all Real Property Assets acquired during the prior four (4) fiscal quarter period, multiplied by four, divided by
(2) the Capitalization Rate, plus (b) the acquisition cost of each Real Property Asset acquired during the prior four (4)
fiscal quarter period, plus (c) the GAAP book value of the Borrower’s Investments permitted by Section 7.03,
plus (d) cash and cash equivalents, plus (e) the Consolidated Parties’ pro rata share of the foregoing items
and components attributable to interest in Unconsolidated Affiliates.


 


“Consolidated
Unsecured Funded Debt” means the aggregate principal amount of Funded Debt of the Borrower or any of its Subsidiaries,
on a consolidated basis, that is not Consolidated Secured Funded Debt.


 


“Consolidated
Unsecured Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Unencumbered Net Revenue
for the most recently completed fiscal quarter to (b) the Consolidated Unsecured Interest Expense for the most recently
completed fiscal quarter.


 


“Consolidated
Unsecured Interest Expense” means, for any period, for the Consolidated Parties on a consolidated basis, all interest
expense and letter of credit fee expense, as determined in accordance with GAAP during such period, attributable to Borrower and
its Subsidiaries’ aggregate Consolidated Unsecured Funded Debt; 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
Unsecured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Unsecured Funded Debt
to (b) Unencumbered Asset Value for the most recently completed fiscal quarter.


 


“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.


 


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


 


“Credit Documents”
means this Credit Agreement, the Notes, the Engagement Letter, each Issuer Document, the Subsidiary Guarantor Joinder Agreements,
the Compliance


 




    	 	13	 



     


    

 


Certificates and any
agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14.


 


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


 


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


 


“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. If the Daily Floating Eurodollar
Rate is not available at such time for any reason, or if the Administrative Agent determines that no adequate basis exists for
determining the Daily Floating Eurodollar Rate, or that the Daily Floating Eurodollar Rate will not adequately and fairly reflect
the cost to Swing Line Lender of funding the Swing Line Loan, or that any applicable Law or regulation or compliance therewith
by Swing Line Lender prohibits or restricts or makes impossible the charging of interest based on the Daily Floating Eurodollar
Rate, then “Daily Floating Eurodollar Rate” shall be an interest rate equal to the Base Rate then in effect.


 


“Debt Rating”
means, as of any date of determination, the rating as determined by S&P, Moody’s and/or Fitch of the Borrower’s
or Omega LP’s non-credit-enhanced, senior unsecured long-term debt.


 


“Debtor Relief
Laws” means the Bankruptcy Code, 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 Rate, if any, applicable to Base Rate Loans plus (c)
two percent (2%) 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 Rate) otherwise applicable to such Loan plus two percent
(2%) per annum, in each case to the fullest extent permitted by applicable Law.


 


“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that, as reasonably determined by the Administrative Agent,
(a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect
of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder, unless,
in the case of any Loan, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result
of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any


 




    	 	14	 



     


    

 


applicable default, shall
be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in
writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect
to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public
statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
reasonable determination that a condition precedent to funding (which condition precedent, together with any applicable default,
shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business
Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply
with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or
acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action; provided, that a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and
binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as
of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered
by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such
determination.


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any
Sanction.


 


“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.


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent, at
such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars
with such Alternative Currency.


 




    	 	15	 



     


    

 


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


 


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


 


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


 


“Dollar Tranche
Lenders” means a collective reference to the Lenders holding Dollar Tranche Loans or Dollar Tranche Commitments.


 


“Dollar Tranche
Loan” has the meaning provided in Section 2.01(a)(i).


 


“Dollar
Tranche Note” means the promissory notes in the form of Exhibit B-1, if any, given to each Dollar Tranche
Lender to evidence the Dollar Tranche Loans and Swing Line Loans of such Dollar Tranche Lender, as amended, restated, modified,
supplemented, extended, renewed or replaced.


 


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


 


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


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“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


 




    	 	16	 



     


    

 


Agent (such approval
not to be unreasonably withheld or delayed), and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed); provided, that notwithstanding the foregoing, “Eligible
Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.


 


“Eligible
Ground Lease” means, at any time, a ground lease (a) under which the Borrower or a Subsidiary of the 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 the Borrower or such Subsidiary of the 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 the Borrower or from such Subsidiary of the 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 or Subsidiary of the 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 or such Subsidiary of 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.


 


“Engagement
Letter” means the letter agreement dated as of March 30, 2017 among the Borrower, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and the Administrative Agent, as amended and modified.


 


“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.


 




    	 	17	 



     


    

 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower 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 Borrower 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 Borrower 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 Borrower or any ERISA Affiliate.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
person), as in effect from time to time.


 


“Euro”
and “€” mean the single currency of the Participating Member States.


 


“Eurodollar
Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate other than a Loan that bears interest at
the Base Rate as determined by clause (c) of the first sentence of the definition of “Base Rate”. Eurodollar Loans
may be denominated in Dollars or an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurodollar Loans,
subject to the provisions of Article III.


 


“Eurodollar
Rate” means


 


(a)          with
respect to any Extension of Credit for any Interest Period:


 


(i)          denominated
in a LIBOR Quoted Currency, or any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank
Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent,
as published by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two (2)
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;


 


(ii)         denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable or successor
rate


 




    	 	18	 



     


    

 


which rate is
approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto,
Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(iii)        denominated
in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time
such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.09(a); and


 


(b)          For
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at approximately
11:00 a.m., London time, determined two (2) Business Days prior to such date for Dollar deposits with a term of one month commencing
that day;


 


provided, that to the extent a comparable
or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner
consistent with market practice; and, provided, further, that to the extent such market practice is not administratively
feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the
Administrative Agent; and if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for all purposes of this
Agreement.


 


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


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Obligation under any Swap Contract if, and to the extent that,
all or a portion of the Guaranty of such Guarantor of, or the grant under a Credit Document by such Guarantor of a security interest
to secure, such Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application
or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 11.07 and any and
all guarantees of such Guarantor’s Obligations under any Swap Contract by other Credit Parties) at the time the Guaranty
of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Obligation. If an
Obligation under any Swap Contract arises under a Master Agreement governing more than one Swap Contract, such exclusion shall
apply to only the portion of such Obligations that is attributable to Swap Contracts for which such Guaranty or security interest
becomes illegal.


 


“Executive
Order” has the meaning provided in the definition of “Prohibited Person” in this Section 1.01.


 


“Existing
Credit Facility” means that certain Credit Agreement, dated as of June 27, 2014, by and among the Borrower, certain Subsidiaries
of the Borrower, the lenders party thereto and Bank of America, N.A. as administrative agent, as amended, restated, replaced, supplemented
or otherwise modified from time to time prior to the date hereof.


 


“Extension
of Credit” means (a) any Borrowing and (b) any L/C Credit Extension.


 




    	 	19	 



     


    

 


“Extension
Request Date” has the meaning provided in Section 2.16(a).


 


“Facilities”
has the meaning provided in Section 5.07(a).


 


“Facility
Fee” has the meaning in Section 2.09(b).


 


“Facility
Lease” means a lease or master lease with respect to any Real Property Asset owned or ground leased by any of the Consolidated
Parties as lessor, to a third party Tenant, which, in the reasonable judgment of the Administrative Agent, is a triple net lease
such that such 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 to the applicable Consolidated Party 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.


 


“FASB”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“FATCA”
means Section 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any applicable
intergovernmental agreements.


 


“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, 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.


 


“Fitch”
means Fitch Ratings, a Subsidiary of Fimalac, S.A., and any successor thereto.


 


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


 


“Foreign Subsidiary”
means any Subsidiary of the Borrower that is not organized under the laws of the United States or any state thereof or the District
of Columbia.


 


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


 




    	 	20	 



     


    

 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s
Revolving Commitment Percentage of the Outstanding Amount of all L/C Obligations other than L/C Obligations as to which such Defaulting
Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with
the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Revolving Commitment Percentage
of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated
to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.


 


“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); and


 


(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.


 




    	 	21	 



     


    

 


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).


 


“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.


 


“Guaranteed
Obligations” has the meaning given to such term in Section 11.01(a).


 


“Guarantors”
means (a) any Subsidiary Guarantor and (b) any other Subsidiary of the Borrower that guarantees the loans and obligations hereunder
pursuant to the Guaranty, in each case with their successors and permitted assigns.


 


“Guaranty”
means the guaranty of the Obligations by each of the Guarantors pursuant to Article XI hereof.


 


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


 


“Healthcare
Facilities” means any skilled nursing facilities, mental health 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.


 


“Incremental
Facilities” has the meaning provided in Section 2.01(e).


 


“Incremental
Facility Commitment” has the meaning provided in Section 2.01(e)(ii).


 


“Incremental
Revolving Increase” has the meaning provided in Section 2.01(e).


 


“Incremental
Term Loan Facility” has the meaning provided in Section 2.01(e).


 




    	 	22	 



     


    

 


“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.


 


“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
Payment Date” means, (a) as to any Base Rate Loan and any Swing Line Loans, the last Business Day of each March, June,
September and December and the Applicable Maturity 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, 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.


 


“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


 




    	 	23	 



     


    

 


on the date one, two,
three or six months thereafter, as selected by the 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 Applicable Maturity Date.


 


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


 


“International
Unencumbered Property” means an Unencumbered Property which is located in Australia, Canada, Switzerland or the United
Kingdom.


 


“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.


 


“Investor
Guarantor” means any of the limited partners (other than the Borrower or any Domestic Subsidiary of the Borrower) of
Omega LP that are a party to the Investor Guaranty.


 


“Investor
Guaranty” means a guaranty which may be executed and delivered by one or more Investor Guarantors in accordance with
Section 6.19, in a form approved by Administrative Agent, which approval shall not be unreasonably withheld, delayed
or conditioned, as the same may be amended, supplemented or otherwise modified from time to time.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.


 




    	 	24	 



     


    

 


“Judgment
Currency” has the meaning provided in Section 10.25.


 


“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 Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing.
All L/C Advances shall be denominated in Dollars.


 


“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 in accordance with Section 2.03(c). All L/C Borrowings shall be denominated in Dollars.


 


“L/C Cash
Collateralization Date” means the day that is thirty (30) days prior to the Revolving Loan Maturity Date then in effect.


 


“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 Revolving Lender, the commitment of such Revolving Lender to purchase participation interests
in L/C Obligations up to such Revolving Lender’s Revolving Commitment Percentage thereof. The L/C Commitment is part of,
and not in addition to, the Aggregate Revolving Commitments.


 


“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” has the meaning given such term in Section 2.09(d)(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. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn.


 




    	 	25	 



     


    

 


“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(e)(vi).


 


“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 Borrower and the Administrative Agent.


 


“Letter of
Credit” means each standby (non-commercial) letter of credit issued hereunder as a sub-facility of the Dollar Tranche
Commitment. Letters of Credit may be issued only in Dollars.


 


“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 Revolving Loan Maturity Date then
in effect (or, if such day is not a Business Day, the immediately preceding Business Day).


 


“Letter of
Credit Fee” has the meaning given such term in Section 2.09(d)(i).


 


“LIBOR”
has the meaning provided in the definition of “Eurodollar Rate” in this Section 1.01.


 


“LIBOR Quoted
Currency” means each of the following currencies: Dollars, Euro and British Pound Sterling, in each case as long as there
is a published LIBOR rate with respect thereto.


 


“LIBOR Rate”
has the meaning provided in the definition of “Eurodollar Rate” in this Section 1.01.


 


“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).


 


“LP Credit
Agreement” means that certain Credit Agreement, dated as of May 25, 2017, by and among Omega LP, as borrower, certain
subsidiaries of Omega LP, as guarantors, the financial institutions party thereto from time to time, as lenders, and Bank of America,
N.A., as administrative agent, as amended, restated, replaced, supplemented or otherwise modified from time to time.


 




    	 	26	 



     


    

 


“Loan”
means any Revolving Loan, U.S. Term Loan, Sterling Term Loan or Swing Line Loan and the Base Rate Loans, Eurodollar Loans and Daily
Floating Eurodollar Rate 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 or
such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“London Banking
Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar
market.


 


“Master Agreement”
has the meaning provided in the definition of “Swap Contract” in this Section 1.01.


 


“Material
Adverse Effect” means a material adverse effect on (a) the condition (financial or otherwise), operations, business,
assets, liabilities or prospects of the Borrower and its Consolidated Subsidiaries taken as a whole, (b) the ability of the Borrower
or the other Credit Parties, taken as a whole, to perform any material obligation under the Credit Documents, or (c) the rights
and remedies of the Administrative Agent and the Lenders under the Credit Documents.


 


“Material
Contract” means, any agreement the breach, nonperformance or cancellation of which could reasonably be expected to have
a Material Adverse Effect.


 


“Material
Group” has the meaning specified in the definition of “Material Subsidiary.”


 


“Material
Subsidiary” means each Subsidiary or any group of Subsidiaries (a) which, as of the most recent fiscal quarter of the
Borrower for which financial statements have been delivered pursuant to Section 6.01, contributed greater than $10,000,000
of Consolidated EBITDA for the period of four (4) consecutive fiscal quarters then ended or (b) which contributed greater than
$50,000,000 of Consolidated Total Asset Value as of such date. A group of Subsidiaries (a “Material Group”)
each of which is not otherwise a Material Subsidiary (defined in the foregoing sentence) shall constitute a Material Subsidiary
if the group taken as a single entity satisfies the requirements of the foregoing sentence.


 


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


 


“Mortgage
Loan” means any loan owned or held by any of the Consolidated Parties secured by a mortgage or deed of trust on Real
Property Assets.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
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.


 




    	 	27	 



     


    

 


“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 Revenue”
shall mean, with respect to any Real Property Asset for the applicable period, the sum of (a) rental payments received in
cash by the applicable Consolidated Party (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 applicable Consolidated Party allocated
to such Real Property Asset, minus (c) to the extent increasing Net Revenue of the Consolidated Parties for such period,
all revenue directly attributable to FIN 46 consolidation requirements.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-LIBOR
Quoted Currency” means any currency other than a LIBOR Quoted Currency.


 


“Notes”
means a collective reference to the Revolving Notes and the Term 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, (b) all obligations under any Swap Contract of any Credit Party to which a Lender or any Affiliate of
a Lender is a party and (c) all obligations of any Credit Party under any treasury management agreement between any Credit Party
and any Lender or Affiliate of a Lender; provided, however, that the “Obligations” of a Credit Party
shall exclude any Excluded Swap Obligations with respect to such Credit Party.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Omega Holdco”
means OHI Healthcare Properties Holdco, Inc., a Delaware corporation, and its successors.


 




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“Omega LP”
means OHI Healthcare Properties Limited Partnership, a Delaware limited partnership, and its successors.


 


“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 Term Loans on any date, the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of such Loans, as the
case may be, occurring on such date, (b) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date and
(c) 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.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as
the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated
in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency,
in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day
by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such
interbank market


 


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


 


“Participating
Member States” means any member state of the European Union that has the Euro as its lawful currency in accordance with
legislation of the European Union relating to Economic and Monetary Union.


 


“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


 




    	 	29	 



     


    

 


and is sponsored or maintained
by the Borrower or any ERISA Affiliate or to which the Borrower 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, at any time, Liens in respect of the Borrower or any of its Subsidiaries permitted to exist at such time
pursuant to the terms of Section 7.01.


 


“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 Borrower
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 provided in Section 6.02.


 


“Pro Forma
Basis” shall mean, for purposes of determining the calculation of and compliance with the financial covenants set forth
in Section 6.12(a), (b), (c), (d) and (g) hereunder, that the subject transaction shall be deemed to have occurred
as of the first day of the period of four (4) consecutive fiscal quarters ending as of the end of the most recent fiscal quarter
for which annual or quarterly financial statements shall have been delivered in accordance with the provisions of this Credit Agreement.
Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (a) in the case of a Disposition, (i)
income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject
of such Disposition shall be excluded to the extent relating to any period prior to the date of the subject transaction, and (ii)
Indebtedness paid or retired in connection with the subject transaction shall be deemed to have been paid and retired as of the
first day of the applicable period; (b) in the case of an Acquisition, (i) income statement items (whether positive or negative)
attributable to the property, entities or business units that are the subject of such Acquisition shall be included to the extent
relating to any period prior to the date of the subject transaction, and (ii) Indebtedness incurred in connection with the subject
transaction shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed
for the applicable period utilizing the actual interest rates thereunder or, if actual rates are not ascertainable, assuming prevailing
interest rates hereunder) and (c) in the case of an Equity Transaction, Indebtedness paid or retired in connection therewith shall
be deemed to have been paid and retired as of the first day of the applicable period.


 


“Prohibited
Person” means 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


 




    	 	30	 



     


    

 


“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.


 


“Property”
means all property owned or leased by a Credit Party or any of its Subsidiaries, both real and personal.


 


“Qualified
ECP Guarantor” means, at any time, each Credit Party with total assets exceeding $10,000,000 or that qualifies at such
time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify
as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualified
Mortgage Loan” means any Mortgage Loan that is secured by a first or second mortgage or a first or second deed of trust
on Real Property Assets so long as the mortgagor or grantor with respect to such Mortgage Loan is not delinquent sixty (60) days
or more in interest or principal payments due thereunder.


 


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


 


“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided,
that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise
reasonably determined by the Administrative Agent).


 


“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 provided in the Securities Laws and shall be independent of the Borrower as prescribed
by the Securities Laws.


 


“Regulation U”
means Regulation U of the FRB, as in effect from time to time.


 


“Regulation X”
means Regulation X of the FRB, 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.


 




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“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
Dollar Tranche Lenders” means, as of any date of determination, Dollar Tranche Lenders having more than 50% of (a) the
Aggregate Dollar Tranche Commitments or (b) if the Dollar Tranche Commitments and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Article VIII, Dollar Tranche Lenders holding in the aggregate more than 50%
of the Dollar Tranche Obligations (including, in each case, the aggregate amount of each Dollar Tranche Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans); provided, (i) that the Dollar Tranche Commitment of, and (ii)
the portion of the Dollar Tranche Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making
a determination of Required Dollar Tranche Lenders.


 


“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) holding more than 50% of the sum of the Outstanding Amount of the Loans and the aggregate available undrawn Revolving
Commitments (including, in each case, the aggregate amount of each Revolving Lender’s risk participation and funded participation
in L/C Obligations and Swing Line Loans); provided (i) that the undrawn Revolving Commitment of, and (ii) the portion of
the Outstanding Amount of all Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.


 


“Required
Revolving Lenders” means, as of any date of determination, Revolving Lenders having more than 50% of (a) the Aggregate
Revolving Commitments or (b) if the Revolving Commitments and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Article VIII, Revolving Lenders holding in the aggregate more than 50% of the Revolving Obligations
(including, in each case, the aggregate amount of each Revolving Lender’s risk participation and funded participation in
L/C Obligations and Swing Line Loans); provided, (i) that the Revolving Commitment of, and (ii) 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 Revolving Lenders.


 


“Responsible
Officer” means the chief executive officer, president, chief operating officer and chief financial officer of any Credit
Party and solely for the purposes of notices given pursuant to Article II, any other officer of the applicable Credit Party so
designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable
Credit Party designated in or pursuant to an agreement between the applicable Credit Party and the Administrative Agent. 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.


 




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“Revaluation
Date” means with respect to any Loan denominated in an Alternative Currency, each of the following: (a) each date
of a Borrowing of a Eurodollar Loan denominated in an Alternative Currency, (b) each date of a continuation of a Eurodollar
Loan denominated in an Alternative Currency pursuant to Section 2.02, and (c) such additional dates as the Administrative
Agent shall determine or the Required Revolving Lenders shall require.


 


“Revolving
Commitment” means, collectively, the Dollar Tranche Commitment and the Alternative Currency Tranche Commitment.


 


“Revolving
Commitment Percentage” means, at any time for each Revolving Lender, a fraction (expressed as a percentage carried to
the ninth decimal place), the numerator of which is such Revolving Lender’s aggregate Revolving Committed Amount and the
denominator of which is the Aggregate Revolving Commitments.


 


“Revolving
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 Revolving Loan Maturity Date, and, in the case of the Letters of Credit, the Letter of Credit Expiration
Date, and (b) the date on which the Revolving Commitments shall have been terminated as provided herein.


 


“Revolving
Committed Amount” means, collectively, the Dollar Tranche Committed Amount and the Alternative Currency Tranche Committed
Amount.


 


“Revolving
Lenders” means a collective reference to the Dollar Tranche Lenders and the Alternative Currency Tranche Lenders.


 


“Revolving
Loan Maturity Date” means the later to occur of (a) May 25, 2021 and (b) if maturity is extended pursuant to Section
2.16, such extended maturity date as determined pursuant to such section; provided however, that, in each such case, if such
date is not a Business Day, the Revolving Loan Maturity Date shall be the preceding Business Day.


 


“Revolving
Loans” means, collectively, the Dollar Tranche Loans and Alternative Currency Trance Loans.


 


“Revolving
Notes” means, collectively, the Dollar Tranche Notes and the Alternative Currency Tranche Notes.


 


“Revolving
Obligations” means, collectively, the Dollar Tranche Obligations and the Alternative Currency Tranche Obligations.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of S&P Global Inc. and any successor thereto.


 


“Sale and
Leaseback Transaction” means, with respect to the Borrower or any Subsidiary, any arrangement, directly or indirectly,
with any person whereby the Borrower 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


 




    	 	33	 



     


    

 


property that it intends
to use for substantially the same purpose or purposes as the property being sold or transferred.


 


“Same Day
Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect
to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent,
to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant
Alternative Currency.


 


“Sanction(s)”
means any international economic sanction or trade embargo administered or enforced by OFAC, U.S. Department of State, the United
Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


“Sanctioned
Person” means (a) a Person named on a Sanctions-related list maintained or published by a Governmental Authority administering
or enforcing Sanctions published from time to time or is otherwise the subject or target of Sanctions, (b) (i) an agency of the
government of a Designated Jurisdiction, (ii) an organization controlled by a Designated Jurisdiction, or (iii) a Person resident
in a Designated Jurisdiction or (c) any Person or Persons owned or controlled by any such Person or Persons described in the foregoing
clauses (a) or (b).


 


“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 to a special purpose subsidiary or affiliate or any other Person.


 


“Senior Note
Trustee” means, with respect to any series of Senior Notes, U.S. Bank National Association or any other financial institution
from time to time serving as trustee under the Senior Note Indenture governing such series of Senior Notes.


 


“Senior Notes”
means collectively, the Senior Notes (2023), the Senior Notes (2024), the Senior Notes (2025), the Senior Notes (2026), the Senior
Notes (2027) and the Senior Notes (2028).


 


“Senior Notes
(2023)” means any one of the 4.375% Senior Notes due 2023 issued by the Borrower in favor of the Senior Note Trustee
pursuant to the Senior Note Indenture (2023), as


 




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such Senior Notes may
be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Notes
(2024)” means any one of the 4.950% Senior Notes due 2024 issued by the Borrower in favor of the Senior Note Trustee
pursuant to the Senior Note Indenture (2024), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2025)” means any one of the 4.50% Senior Notes due 2025 issued by the Borrower in favor of the Senior Note Trustee
pursuant to the Senior Note Indenture (2025), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2026)” means any one of the 5.250% Senior Notes due 2026 issued by the Borrower in favor of the Senior Note Trustee
pursuant to the Senior Note Indenture (2026), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2027)” means any one of the 4.500% Senior Notes due 2027 issued by the Borrower in favor of the Senior Note Trustee
pursuant to the Senior Note Indenture (2027), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2028)” means any one of the 4.750% Senior Notes due 2028 issued by the Borrower in favor of the Senior Note Trustee
pursuant to the Senior Note Indenture (2028), 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 (2023), the Senior Note Indenture (2024), the Senior Note Indenture
(2025), the Senior Note Indenture (2026), the Senior Note Indenture (2027) and the Senior Note Indenture (2028).


 


“Senior Note
Indenture (2023)” means the Indenture, dated as of July 12, 2016 by and among the Borrower and the Senior Note Trustee,
as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note
Indenture (2024)” means the Indenture, dated as of March 11, 2014 by and among the Borrower and the Senior Note Trustee,
as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note
Indenture (2025)” means the Indenture, dated as of September 11, 2014 by and among the Borrower and the Senior Note Trustee,
as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note
Indenture (2026)” means the Indenture, dated as of September 23, 2015 by and among the Borrower and the Senior Note Trustee,
as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 




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“Senior Note
Indenture (2027)” means the Indenture, dated as of March 18, 2015 by and among the Borrower and the Senior Note Trustee,
as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note
Indenture (2028)” means the Indenture, dated as of April 4, 2017 by and among the Borrower and the Senior Note Trustee,
as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Significant
Acquisition” means any acquisition or investment (in one or a series of related transactions) with an aggregate consideration
in excess of $200,000,000.


 


“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 any period, for the Consolidated Parties on a consolidated basis, 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 $10,000,000 during the term of this Credit Agreement and any such amounts in excess of $10,000,000 shall not be included in
the determination of the Special Charges Adjustment for any period;


 


(b)          non-cash
charges associated solely with respect to the write-down of the value of accounts due to straight-line rent;


 


(c)          other
than as set forth in clause (b) immediately above, additional 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
$45,000,000 during the term of this Credit Agreement and any such amounts in excess of $45,000,000 shall not be included in the
determination of the Special Charges Adjustment for any period;


 


(d)          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;


 




    	 	36	 



     


    

 


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


 


(f)          to
the extent applicable, the satisfaction of outstanding unamortized loan fees with respect to the Existing Credit Facility;


 


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


 


(h)          charges
related to acquisition deal related costs.


 


“Special Charges
Adjustment” means, for any period, 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 period) in the determination of net income for the applicable
period for which a given Consolidated EBITDA calculation has been performed.


 


“Special Notice
Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe.


 


“Specified
Loan Party” has the meaning provided in Section 11.07.


 


“Spot Rate”
for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity
as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution
designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot
buying rate for any such currency.


 


“Sterling
Term Loan” has the meaning provided in Section 2.01(d)(ii).


 


“Sterling
Term Loan Availability Period” means the period commencing on the Closing Date and ending September 1, 2017.


 


“Sterling
Term Loan Commitment” means, with respect to each Sterling Term Loan Lender, the commitment of such Sterling Term Loan
Lender to make its portion of the Sterling Term Loan to the Borrower pursuant to Section 2.01(d)(ii), in the principal amount
set forth opposite such Sterling Term Loan Lender’s name on Schedule 2.01; provided that, at any time after funding
of an Sterling Term Loan, the determinations “Required Lender” shall also be based on the outstanding principal amount
of the Sterling Term Loan. The aggregate principal amount of the Sterling Term Loan Commitments of all of the Sterling Term Loan
Lenders as in effect on the Closing Date is One Hundred Million British Pound Sterling (£100,000,000).


 


“Sterling
Term Loan Commitment Percentage” means, at any time, for each Sterling Term Loan Lender, the percentage of the Sterling
Term Loan (or aggregate Sterling Term Loan Commitment, prior to the termination thereof) held by such Sterling Term Loan Lender
to the


 




    	 	37	 



     


    

 


aggregate Sterling Term
Loan (or Sterling Term Loan Commitments) held by all Sterling Term Loan Lenders, as such percentage may be modified in connection
with any assignment made in accordance with the provisions of Section 10.07. The Sterling Term Loan Commitment Percentages
as in effect on the Closing Date are set forth on Schedule 2.01.


 


“Sterling
Term Loan Facility” has the meaning provided in the preamble hereto.


 


“Sterling
Term Loan Funding Termination Date” means the earlier to occur of (a) a draw under the Sterling Term Loan Facility of
an aggregate amount equal to the full aggregate principal amount of the Sterling Term Loan Commitments of all of the Sterling Term
Loan Lenders and (b) September 1, 2017.


 


“Sterling
Term Loan Lenders” means a collective reference to the Lenders holding Sterling Term Loans.


 


“Sterling
Term Loan Maturity Date” means May 25, 2022.


 


“Sterling
Term Loan Unused Fee” has the meaning in Section 2.09(a).


 


“Sterling
Term Note” means the promissory note in the form of Exhibit B-4, if any, given to each Sterling Term Loan Lender
to evidence the Sterling Term Loan of such Sterling Term Loan Lender, as amended, restated, replaced, modified, supplemented, extended,
renewed or replaced.


 


“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 Borrower.


 


“Subsidiary
Guarantor” means (a) Omega LP, (b) Omega Holdco, (c) each Domestic Subsidiary of the Borrower which becomes a Subsidiary
Guarantor pursuant to Section 6.15(a) hereof.


 


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


 




    	 	38	 



     


    

 


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 in Dollars, and with respect to each Dollar Tranche Lender, the commitment of such Dollar Tranche Lender to purchase participation
interests in Swing Line Loans in Dollars.


 


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


 




    	 	39	 



     


    

 


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


 


“Swing Line
Loans” 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.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


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


 


“Term Loans”
means, collectively, the U.S. Term Loan and the Sterling Term Loan.


 


“Term Loan
Commitments” means, collectively, the U.S. Term Loan Commitment and the Sterling Term Loan Commitment.


 


“Term Loan
Lenders” means a collective reference to the Lenders holding U.S. Term Loans or Sterling Term Loans.


 


“Term Loan
Maturity Date” means the U.S. Term Loan Maturity Date or the Sterling Term Loan Maturity Date, as applicable.


 


“Term Notes”
means, collectively, the U.S. Term Notes and the Sterling Term Notes.


 


“Threshold
Amount” means $50,000,000.


 


“Tranche”
means, with respect to a Revolving Loan, its character as a Dollar Tranche Loan or an Alternative Currency Tranche Loan.


 


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


 


“UCP”
means, with respect to any Letter of Credit, the “Uniform Customs and Practice for Documentary Credits”.


 


“Unconsolidated
Affiliates” means an Affiliate of the Borrower whose financial statements are not required to be consolidated with the
financial statements of the Borrower in accordance with GAAP.


 




    	 	40	 



     


    

 


“Unencumbered
Asset Value” means the sum of the following, without duplication: (a) the quotient of (1) Unencumbered Net Revenue
for the prior fiscal quarter (for Real Property Assets owned for the prior four (4) fiscal quarters), minus the Unencumbered
Net Revenue attributable to each Unencumbered Property sold or otherwise disposed of during such most recently ended quarter, minus
the Unencumbered Net Revenue from any Unencumbered Property acquired during the prior four (4) fiscal quarter period, multiplied
by four, divided by (2) the Capitalization Rate plus (b) the acquisition cost of each Unencumbered Property acquired during the
prior four (4) fiscal quarter period plus (c) the book value of unencumbered Qualified Mortgage Loans; provided, that when
calculating the Unencumbered Asset Value, (i) the aggregate occupancy of all Unencumbered Properties contributing to the Unencumbered
Asset Value, reported as of the last day of the most recently ended fiscal quarter period of the Borrower, shall be at least 78%
of in-service beds and (ii) the aggregate amount of Qualified Mortgage Loans attributable to second mortgages or second deeds of
trust added pursuant to clause (c) of this definition shall not exceed $500,000,000.


 


“Unencumbered
Net Revenue” means, for any period, Net Revenue from all Unencumbered Properties.


 


“Unencumbered
Property” means, for any Real Property Asset, the following criteria:


 


(a)          to
the best of Borrower’s knowledge, does not have any title, survey, environmental, condemnation or condemnation proceedings,
or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or finance such
property;


 


(b)          (i)
is not subject to a Negative Pledge or encumbered by a mortgage, deed of trust, lien, pledge, encumbrance or other security interest,
in each case, to secure Funded Debt, other than the Braswell Indebtedness and (ii) each such Person directly or indirectly
owning such Real Property Asset (other than a Credit Party) has not agreed to guaranty Indebtedness of another party or has become
liable for any Indebtedness;


 


(c)          100%
owned in fee simple absolute or with a leasehold interest or similar arrangement providing the right to occupy Real Property Asset
pursuant to an Eligible Ground Lease, in either case, by the Borrower or a direct or indirect Subsidiary of the Borrower;


 


(d)          shall
be located in the United States or shall be an International Unencumbered Property; provided, however, that International
Unencumbered Properties may be included in the pool of Unencumbered Properties only to the extent that aggregate value of such
properties does not exceed twenty percent (20%) of the total Unencumbered Asset Value;


 


(e)          is
occupied or available for occupancy (subject to final tenant improvements);


 


(f)          is
leased to a third party Tenant and operated by a third party operator;


 




    	 	41	 



     


    

 


(g)          the
Tenant at such facility is not delinquent sixty (60) days or more in rent payments.


 


“Unencumbered
Property Certificate” means a certificate signed by a Responsible Officer of the Borrower in a form to be agreed upon
between the Administrative Agent and the Borrower in their reasonable discretion.


 


“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).


 


“U.S.
Term Loan” has the meaning provided in Section 2.01(d)(i).


 


“U.S. Term
Loan Commitment” means, with respect to each U.S. Term Loan Lender, the commitment of such U.S. Term Loan Lender to make
its portion of the U.S. Term Loan to the Borrower pursuant to Section 2.01(d)(i), in the principal amount set forth opposite
such U.S. Term Loan Lender’s name on Schedule 2.01; provided that, at any time after funding of a U.S. Term Loan,
the determinations “Required Lender” shall also be based on the outstanding principal amount of the U.S. Term Loan.
The aggregate principal amount of the U.S. Term Loan Commitments of all of the U.S. Term Loan Lenders as in effect on the Closing
Date is Four Hundred Twenty-Five Million Dollars ($425,000,000).


 


“U.S. Term
Loan Commitment Percentage” means, at any time, for each U.S. Term Loan Lender, the percentage of the U.S. Term Loan
(or aggregate U.S. Term Loan Commitment, prior to the termination thereof) held by such U.S. Term Loan Lender to the aggregate
U.S. Term Loan (or U.S. Term Loan Commitments) held by all U.S. Term Loan Lenders, as such percentage may be modified in connection
with any assignment made in accordance with the provisions of Section 10.07. The U.S. Term Loan Commitment Percentages as
in effect on the Closing Date are set forth on Schedule 2.01.


 


“U.S. Term
Loan Lenders” means a collective reference to the Lenders holding U.S. Term Loans.


 


“U.S.
Term Loan Maturity Date” means May 25, 2022.


 


“U.S. Term
Note” means the promissory note in the form of Exhibit B-2, if any, given to each U.S. Term Loan Lender to evidence
the U.S. Term Loan of such U.S. Term Loan Lender, as amended, restated, replaced, modified, supplemented, extended, renewed or
replaced.


 


“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.


 




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“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


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 except as otherwise specifically prescribed herein.


 


(b)          The
Borrower 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


 




    	 	43	 



     


    

 


financial ratio
or requirement set forth in any Credit Document, and either the Borrower 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.


 


(c)          Determinations
of the calculation of and compliance with the financial covenants set forth in Section 6.12(d) and (g) hereunder
shall be made on a Pro Forma Basis.


 


1.04         Rounding.


 


Any financial ratios
required to be maintained by the Borrower 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; Rates.


 


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


 


The Administrative
Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration,
submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable
or successor rate thereto.


 


1.07         Letter
of Credit Amounts.


 


Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.


 




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1.08       Exchange
Rates; Currency Equivalents.


 


(a)          The
Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts
of Extension of Credits and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as
of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until
the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Credit Parties hereunder or calculating
financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars)
for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.


 


(b)          Wherever
in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurodollar Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Eurodollar Loan is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency
Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward),
as determined by the Administrative Agent.


 


(c)          The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or
with respect to any comparable or successor rate thereto.


 


1.09       Additional
Alternative Currencies.


 


(a)          The
Borrower may from time to time request that Eurodollar Loans be made in a currency other than those specifically listed in the
definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars)
that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to
the making of Eurodollar Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders affected
thereby.


 


(b)          Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of
the desired Extension of Credit (or such other time or date as may be agreed by the Administrative Agent in its sole discretion).
In the case of any such request pertaining to Eurodollar Loans, the Administrative Agent shall promptly notify each Lender thereof.
Each Lender (in the case of any such request pertaining to Eurodollar Loans) shall notify the Administrative Agent, not later than
11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of
Eurodollar Loans in such requested currency.


 


(c)          Any
failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be
a refusal by such Lender to permit Eurodollar Loans to be made in such requested currency. If the Administrative Agent and all
the Lenders consent to making Eurodollar Loans in such requested currency, the Administrative


 




    	 	45	 



     


    

 


Agent shall so notify the Borrower and
such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings
of Eurodollar Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this
Section 1.09, the Administrative Agent shall promptly so notify the Borrower.


 


1.10      Change
of Currency.


 


(a)          Each
obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption.
If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in
respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of
accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from
the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such
member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.


 


(b)          Each
provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may
from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any
relevant market conventions or practices relating to the Euro.


 


(c)          Each
provision of this Credit Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent
may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


Article
II


COMMITMENTS
AND EXTENSION OF CREDITS


 


2.01       Commitments.


 


Subject to the terms
and conditions set forth herein:


 


(a)            Revolving
Loans.


 


(i)          Dollar
Tranche Loans. During the Revolving Commitment Period, each Dollar Tranche Lender severally agrees to make revolving credit
loans (the “Dollar Tranche Loans”) to the Borrower in Dollars on any Business Day; provided, that after
giving effect to any such Dollar Tranche Loan, (i) with regard to the Revolving Lenders collectively, the aggregate Outstanding
Amount of Revolving Obligations shall not exceed the aggregate Revolving Committed Amount (as such amount may be increased
or decreased in accordance with the provisions hereof), (ii) with regard to the Dollar Tranche Lenders collectively, the


 




    	 	46	 



     


    

 


aggregate Outstanding
Amount of Dollar Tranche Obligations shall not exceed the Aggregate Dollar Tranche Commitments, (iii) with regard to each Dollar
Tranche Lender individually, such Dollar Tranche Lender’s Dollar Tranche Commitment Percentage of Dollar Tranche Obligations
shall not exceed its respective Dollar Tranche Committed Amount and (iv) with regard to each Revolving Lender individually, such
Revolving Lender’s Revolving Commitment Percentage of the Revolving Obligations shall not exceed such Revolving Lender’s
Revolving Committed Amount. Dollar Tranche 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.


 


(ii)         Alternative
Currency Tranche Loans. During the Revolving Commitment Period, each Alternative Currency Tranche Lender severally agrees to
make Revolving Loans (the “Alternative Currency Tranche Loans”) to the Borrower in Dollars or in one or more
Alternative Currencies on any Business Day; provided that after giving effect to any such Alternative Currency Tranche
Loan, (i) with regard to the Revolving Lenders collectively, the aggregate Outstanding Amount of Revolving Obligations shall not
exceed the aggregate Revolving Committed Amount (as such amount may be increased or decreased in accordance with the provisions
hereof), (ii) with regard to the Alternative Currency Tranche Lenders collectively, the aggregate Outstanding Amount of Alternative
Currency Tranche Obligations shall not exceed the Aggregate Alternative Currency Tranche Commitments, (iii) with regard to each
Alternative Currency Tranche Lender individually, such Alternative Currency Tranche Lender’s Alternative Currency Tranche
Commitment Percentage of Alternative Currency Tranche Obligations shall not exceed its respective Alternative Currency Tranche
Committed Amount, (iv) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage
of the Revolving Obligations shall not exceed such Revolving Lender’s Revolving Committed Amount, and (v) the Outstanding
Amount of Alternative Currency Tranche Loans shall not exceed the Alternative Currency Sublimit. Alternative Currency Tranche 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 Revolving Commitment Period, (i) the L/C Issuer, in reliance upon the commitments of the Dollar Tranche
Lenders set forth herein, agrees (A) to issue Letters of Credit denominated in Dollars for the account of Borrower on any
Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit;
and (ii) the Dollar Tranche 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 Dollar Tranche Lender’s Revolving Commitment Percentage thereof; provided,
that (i) the aggregate principal amount of L/C Obligations shall not exceed an amount equal to the lesser of (A) TWENTY-FIVE
MILLION DOLLARS ($25,000,000) and (B) the undrawn portion of the Aggregate Dollar Tranche Commitments (as such amount
may be adjusted in accordance with the provisions hereof, the “L/C Committed Amount”), (ii) with regard to


 




    	 	47	 



     


    

 


the Dollar
Tranche Lenders collectively, the aggregate Outstanding Amount of Dollar Tranche Obligations shall not exceed the Aggregate Dollar
Tranche Commitments and (iii) with regard to each Dollar Tranche Lender individually, such Dollar Tranche Lender’s Dollar
Tranche Commitment Percentage of Dollar Tranche Obligations shall not exceed its respective Dollar Tranche Committed Amount. Subject
to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly
the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.


 


(c)          Swing
Line Loans. During the Revolving Commitment Period, the Swing Line Lender may, in its discretion and in reliance upon the agreements
of the other Dollar Tranche Lenders set forth in this Section 2.01(c) and Section 2.04, make revolving credit loans
(the “Swing Line Loans”) to the Borrower in Dollars on any Business Day; provided, that (i) the aggregate
Outstanding Amount of Swing Line Loans shall not exceed an amount equal to the lesser of (A) ONE HUNDRED TWENTY-FIVE MILLION
DOLLARS ($125,000,000) and (B) the undrawn portion of the Aggregate Dollar Tranche Commitments (as such amount may be
adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), (ii) with respect to
the Dollar Tranche Lenders collectively, the aggregate Outstanding Amount of Dollar Tranche Obligations shall not exceed the Aggregate
Dollar Tranche Commitments and (iii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan. Swing Line Loans shall be Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance
with the provisions hereof. Immediately upon the making of a Swing Line Loan, each Dollar Tranche 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 Dollar Tranche Lender’s Dollar Tranche Commitment Percentage thereof. No Swing
Line Loan shall remain outstanding for longer than five (5) Business Days. Notwithstanding anything herein to the contrary,
the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if any Dollar Tranche Lender is at that time
a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory
to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s
actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender
arising from either the Swing Line Loan then proposed to be made or all Swing Line Loans as to which the Swing Line Lender has
actual or potential Fronting Exposure, as it may elect in its sole discretion. The Swing Line Lender shall promptly notify the
Borrower if it has suspended the availability of Swing Line Loans.


 


(d)          Term
Loans.


 


(i)          Each
U.S. Term Loan Lender severally agrees to make term loans (each a “U.S. Term Loan”) to the Borrower in Dollars
on the Closing Date; provided, that after giving effect to any such U.S. Term Loan, (i) with regard to the U.S. Term Loan
Lenders collectively, the aggregate outstanding principal amount of U.S. Term Loans shall not exceed FOUR HUNDRED TWENTY-


 




    	 	48	 



     


    

 


FIVE MILLION
DOLLARS ($425,000,000), and (ii) with regard to each U.S. Term Loan Lender individually, such U.S. Term Loan Lender’s
U.S. Term Loan Commitment Percentage of outstanding U.S. Term Loans shall not exceed its respective U.S. Term Loan Commitment.


 


(ii)         (A)         Each
Sterling Term Loan Lender severally agrees to make term loans (each a “Sterling Term Loan”) to the Borrower
in British Pound Sterling on any Business Day during the Sterling Term Loan Availability Period; provided, that after giving
effect to any such Sterling Term Loan, (i) with regard to the Sterling Term Loan Lenders collectively, the aggregate outstanding
principal amount of Sterling Term Loans shall not exceed ONE HUNDRED MILLION BRITISH POUND STERLING (£100,000,000),
and (ii) with regard to each Sterling Term Loan Lender individually, such Sterling Term Loan Lender’s Sterling Term Loan
Commitment Percentage of outstanding Sterling Term Loans shall not exceed its respective Sterling Term Loan Commitment.


 


(B)         The
Borrower may elect to borrow less than the maximum amount of the Sterling Term Loan Commitment and shall be permitted no more than
two (2) separate draws of funds under the Sterling Term Loan Commitment; provided, that each such draw shall occur during
the Sterling Term Loan Availability Period; provided, further, that if the Borrower does not elect to draw the full
amount of the Sterling Term Commitment on or before the date that is thirty (30) days following the Closing Date, the Borrower
shall pay to the Administrative Agent, for the ratable benefit of the Sterling Term Loan Lenders, the Sterling Term Loan Unused
Fee. Any undrawn amounts under the Sterling Term Loan Commitment will expire on the Sterling Term Loan Funding Termination Date.


 


(iii)        Term
Loans may consist of Base Rate Loans, Eurodollar Loans, or a combination thereof, as provided herein. Term Loans may be repaid
in whole or in part at any time but amounts repaid on the Term Loan may not be reborrowed.


 


(e)          Increases
in Revolving Commitments; Addition of Incremental Term Loan Facilities. The Borrower shall have the right, upon at least five
(5) Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments (each
such increase, an “Incremental Revolving Increase”) or to add one or more tranches of term loans (each an “Incremental
Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred
to as “Incremental Facilities”) to an aggregate Outstanding Amount of Loans and the aggregate available undrawn
Revolving Commitments (including the aggregate amount of each Revolving Lender’s risk participation and funded participation
in L/C Obligations and Swing Line Loans) of not more than TWO BILLION FIVE HUNDRED MILLION DOLLARS ($2,500,000,000), provided
that


 




    	 	49	 



     


    

 


(i)         no
Default or Event of Default shall exist on the effective date of any Incremental Facility or would exist after giving effect to
any such Incremental Facility;


 


(ii)        no
existing Lender shall be under any obligation to provide any commitment to an Incremental Facility (an “Incremental Facility
Commitment”) and any such decision whether to provide an Incremental Facility Commitment shall be in such Lender’s
sole and absolute discretion;


 


(iii)       each
Incremental Facility Commitment shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in
excess thereof (or such lesser amounts as the Administrative Agent and the Borrower may agree);


 


(iv)      each
Person providing an Incremental Facility Commitment shall qualify as an Eligible Assignee;


 


(v)       the
Borrower shall deliver to the Administrative Agent:


 


(A)         a
certificate of each Credit Party dated as of the date of such increase signed by a Responsible Officer of such Credit Party certifying
and attaching resolutions adopted by the board of directors or equivalent governing body of such Credit Party approving such Incremental
Facility;


 


(B)         a
certificate of the Borrower dated as of the effective date of such Incremental Facility signed by a Responsible Officer of the
Borrower certifying that, before and after giving effect to such Incremental Facility, (I) the representations and warranties of
each Credit Party contained in Article V or any other Credit Document, or which are contained in any document furnished
at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date
of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier date, and (II) no Default or Event of Default exists;


 


(C)         any
new or amended and restated Notes (to the extent requested by the Lenders) to reflect such Incremental Facilities;


 


(D)         opinions
of legal counsel to the Credit Parties, addressed to the Administrative Agent and each Lender (including each Person providing
an Incremental Facility Commitment), dated as of the effective date of such Incremental Facility, in form and substance reasonably
satisfactory to the Administrative Agent; and


 




    	 	50	 



     


    

 


(E)         all
fees required under any engagement letter due in connection with the syndication of the commitments to fund such Incremental Facility
by the Arranger;


 


(vi)       the
Administrative Agent shall have received documentation from each Person providing an Incremental Facility Commitment evidencing
its Incremental Facility Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the
Administrative Agent, including, without limitation a Lender Joinder Agreement substantially in the form of Exhibit F
attached hereto or other arrangement reasonably acceptable to the Administrative Agent;


 


(vii)      in
the case of any Incremental Revolving Increase with respect to the Aggregate Revolving Commitments, (A) if any Revolving Loans
are outstanding on the date of such increase, (I) each Lender providing such Incremental Revolving Increase shall make Revolving
Loans, the proceeds of which shall be applied by the Administrative Agent to prepay the Revolving Loans of the existing Revolving
Lenders, in an amount necessary such that after giving effect thereto the outstanding Revolving Loans are held ratably among all
the Revolving Lenders and (II) the Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such
prepayment of Revolving Loans of existing Revolving Lenders and (B) such Incremental Revolving Increase shall be on the exact same
terms and pursuant to the exact same documentation applicable to such existing Revolving Loans; and


 


(viii)     in
the case of an Incremental Term Loan Facility and subject to the requirements of clauses (e)(i) through (vii) above, upon notice
to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, from time to time, request an increase
to the Term Loan Commitments, or one or more additional term loan tranches.  At the time of sending such notice, the Borrower
(in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond
(which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).


 


The Incremental Facility Commitments
and credit extensions thereunder shall constitute Commitments and Obligations under, and shall be entitled to all the benefits
afforded by, this Credit Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and
ratably from the Guaranty.


 


(f)          If
any amendment to this Credit Agreement is required to give effect to any addition of Incremental Facilities pursuant to and in
accordance with Section 2.01(e), then such amendment shall be effective if executed by the Credit Parties, each Lender providing
such Incremental Facility Commitment and the Administrative Agent (each such amendment is a “Commitment Increase Amendment”).


 




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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’s irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Loan Notice. Each
such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the
requested date of any Borrowings of, conversion to or continuation of Eurodollar Loans denominated in Dollars or of any conversion
of Eurodollar Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days (or five (5) Business Days in the case
of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurodollar Loans denominated in Alternative
Currencies, and (iii) on the requested date of any Borrowing, conversion or continuation of Base Rate Loans. 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 Borrower. 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, U.S. Term Loans or Sterling Term Loans, (ii) whether such request is for a Borrowing,
conversion, or continuation, (iii) the requested date of such Borrowing, conversion or continuation (which shall be a Business
Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed, converted
or continued, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) if the applicable request
is with respect to a Revolving Loan, the Tranche and the currency of the Loans to be borrowed. If the Borrower requests a Revolving
Loan but fails to specify a Tranche in any Loan Notice, then the applicable Loans shall be made as Dollar Tranche Loans if the
request specifies Dollars (or does not specify a currency), and as Alternative Currency Tranche Loans if the request specifies
an Alternative Currency or if no unused Dollar Tranche Commitments exist. If the Borrower fails to specify a currency in a Loan
Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of
Loan in a Loan Notice or if the Borrower 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; provided, however, that in the case of a failure to timely request
a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Loans in their original
currency with an Interest Period of one month. 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 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. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead
must be repaid in the original currency of such Loan and reborrowed in the other currency.


 




    	 	52	 



     


    

 


(b)          Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender, as applicable, of the amount of and currency
of its Dollar Tranche Commitment Percentage, Alternative Currency Tranche Commitment Percentage, U.S. Term Loan Commitment Percentage
or Sterling Term Loan Commitment Percentage of the applicable Loans, as the case may be, and if no timely notice of a conversion
or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender, as applicable, of the details of
any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case
as described in the preceding subsection. In the case of a Borrowing, each Lender, as applicable, shall make the amount of its
Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency
not later than 2:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified
by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case, 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; provided, however, that if, on the date the Loan Notice with respect to such Borrowing denominated
in Dollars is given by the Borrower, 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 (whether in Dollars
or any Alternative Currency) if the Required Lenders shall have prohibited the same in writing to the Administrative Agent and
(ii) at the request of the Required Lenders, any outstanding Eurodollar Loans denominated in an Alternative Currency shall be prepaid,
or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period
with respect thereto.


 


(d)          The
Administrative Agent shall promptly notify the Borrower 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 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.


 




    	 	53	 



     


    

 


(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 ten (10) 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 Dollar Tranche 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 Dollar Tranche
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 Dollar Tranche Lender or any Credit Party at least one Business Day prior to the requested date
of issuance of such Letter of Credit;


 




    	 	54	 



     


    

 


(E)         any
Dollar Tranche Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Dollar Tranche Lender to
eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with
respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and
all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
or


 


(F)         the
Dollar Tranche 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 Dollar Tranche 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
Dollar Tranche 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 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 Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier,
by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to
the L/C Issuer. 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


 




    	 	55	 



     


    

 


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 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 Dollar Tranche 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 Dollar Tranche Lender’s Dollar Tranche 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 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 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 shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount
of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify
each Dollar Tranche Lender of the


 




    	 	56	 



     


    

 


Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Dollar Tranche Lender’s
Dollar Tranche Commitment Percentage thereof. In such event, the Borrower 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 Dollar Tranche 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
Dollar Tranche Lender (including the Dollar Tranche 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 Dollar Tranche 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 Dollar Tranche Lender that so makes funds available shall be deemed to have made a Dollar Tranche Loan that is a Base Rate
Loan to the Borrower 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
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 Dollar Tranche 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 Dollar Tranche Lender in satisfaction of its participation obligation under this Section 2.03.


 


(iv)        Until
each Dollar Tranche Lender funds its Dollar Tranche 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 Dollar Tranche Lender’s Dollar
Tranche Commitment Percentage of such amount shall be solely for the account of the L/C Issuer.


 


(v)         Each
Dollar Tranche Lender’s obligation to make Dollar Tranche Loans 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 Dollar Tranche Lender may
have against the L/C Issuer, the Credit Parties or any other Person for any reason


 




    	 	57	 



     


    

 


whatsoever; (B)
the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing.  Each Dollar Tranche Lender’s obligation to make Dollar Tranche Loans pursuant to this
Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrowers of a Loan Notice). 
Each Dollar Tranche Lender’s obligation to make 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 Dollar Tranche Lender may
have against the L/C Issuer, the Borrower 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 Borrower 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 Dollar Tranche 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 Dollar Tranche 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 Dollar Tranche 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 Overnight Rate from
time to time in effect. A certificate of the L/C Issuer submitted to any Dollar Tranche 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 Dollar Tranche Lender such
Dollar Tranche 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 Dollar Tranche Lender its Dollar Tranche Commitment Percentage thereof
(appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Dollar Tranche Lender’s
L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.


 




    	 	58	 



     


    

 


(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 Dollar Tranche Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Dollar Tranche 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 Dollar Tranche Lender, at a rate per annum equal to the
Overnight Rate from time to time in effect.


 


(e)           Obligations
Absolute. The obligations of the Borrower 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 Borrower 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;


 


(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 Borrower;


 




    	 	59	 



     


    

 


(vi)        waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or
any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower; or


 


(vii)       honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft.


 


The Borrower 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’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower 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 Dollar Tranche Lender and the 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 Dollar Tranche 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 or the Required Revolving Lenders
or the Required Dollar Tranche 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 Borrower hereby assumes 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 the Borrower from 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 Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only
to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves
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. The L/C Issuer may send a Letter of Credit or conduct
any communication to or from the


 




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beneficiary
via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable
means of communicating with a beneficiary.


 


(g)          [Reserved].


 


(h)          Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter
of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall
not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired
by, any action or inaction of the L/C Issuer required or permitted under any Laws, order or practice that is required or permitted
to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where the L/C Issuer
or the beneficiary is located, the practice stated in the ISP or the UCP, as applicable, or in the decisions, opinions, practice
statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law and Practice, whether or not any Letter
of Credit chooses such law or practice.


 


(i)          Letter
of Credit Fees. The Borrower 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 Issuer Document,
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’s irrevocable notice to the Swing Line Lender and
the Administrative Agent, which may be given by (i) telephone or (ii) a Loan Notice. 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 (A) the
amount to be borrowed, which shall be a minimum of $100,000, and (B) the requested borrowing date, which shall be a Business Day.
Each telephonic notice pursuant to this Section 2.04(a) 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 Borrower. 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 Dollar Tranche
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) 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 (2) that one or more of the


 




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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 by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day
Funds.


 


(b)            Refinancing.


 


(i)          The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Dollar Tranche Lender make a Dollar Tranche Loan that
is a Base Rate Loan in an amount equal to such Dollar Tranche Lender’s Dollar Tranche 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 Dollar Tranche Commitments or the conditions
set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice
promptly after delivering such notice to the Administrative Agent. Each Dollar Tranche Lender shall make an amount equal to its
Dollar Tranche Commitment Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same
Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar denominated payments not
later than 2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(b)(ii), each
Dollar Tranche Lender that so makes funds available shall be deemed to have made a Dollar Tranche Loan that is a Base Rate Loan
to the Borrower 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 Dollar Tranche Loans in accordance with Section 2.04(b)(i),
the request for Dollar Tranche 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 Dollar Tranche Lenders fund its risk participation in the relevant Swing Line Loan and each
Dollar Tranche Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(b)(i)
shall be deemed payment in respect of such participation.


 


(iii)        If
any Dollar Tranche 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 Dollar Tranche Lender pursuant to the foregoing provisions of this Section 2.04(b) by the
time specified in Section 2.04(b)(i), the Swing Line Lender shall be entitled to recover from such Dollar Tranche 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


 




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such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the Overnight Rate from time to time in effect.
A certificate of the Swing Line Lender submitted to any Dollar Tranche Lender (through the Administrative Agent) with respect to
any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 


(iv)        Each
Dollar Tranche Lender’s obligation to make Dollar Tranche Loans or to purchase and fund risk participations in Swing Line
Loans pursuant to this Section 2.04(b) 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 Dollar Tranche Lender may have against
the Swing Line Lender, the Borrower 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 Borrower to repay Swing Line Loans, together with interest as provided herein.


 


(c)            Repayment
of Participations.


 


(i)          At
any time after any Dollar Tranche 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 Dollar Tranche Lender
its Dollar Tranche Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Dollar Tranche 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 10.06 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Dollar Tranche Lender shall pay to the Swing Line Lender its Dollar
Tranche 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 Overnight 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 Borrower (by delivery of an
invoice or other notice to the Borrower) for interest on the Swing Line Loans. Until each Dollar Tranche Lender funds its Dollar
Tranche Loan or risk participation pursuant to this Section 2.04 to refinance such Dollar Tranche Lender’s Dollar
Tranche Commitment Percentage of any Swing Line Loan, interest in respect thereof shall be solely for the account of the Swing
Line Lender.


 




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(e)          Payments
Directly to Swing Line Lender. The Borrower 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 Borrower shall repay to the Revolving Lenders on the Revolving Loan Maturity Date the aggregate principal amount
of Revolving Loans outstanding on such date.


 


(b)          Swing
Line Loans. The Borrower 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 Revolving Loan Maturity Date.


 


(c)          U.S.
Term Loans. The Borrower shall repay to the U.S. Term Loan Lenders on the U.S. Term Loan Maturity Date the aggregate principal
amount of U.S. Term Loans outstanding on such date.


 


(d)          Sterling
Term Loans. The Borrower shall repay to the Sterling Term Loan Lenders on the Sterling Term Loan Maturity Date the aggregate
principal amount of Sterling Term Loans outstanding on such 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 in form
acceptable to the Administrative Agent and 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 denominated in Dollars, (B) at least four (4) Business Days (or
five, in the case of prepayment of Eurodollar Loans denominated in Special Notice Currencies) prior to any date of prepayment of
Eurodollar Loans denominated in Alternative Currencies, and (C) on the Business Day prior to the date of prepayment of Base Rate
Loans, (ii) any such prepayment of Eurodollar Loans denominated in Dollars shall be in a minimum principal amount of $1,000,000
and integral multiples of $1,000,000 in excess thereof (iii) any prepayment of Eurodollar Loans denominated in Alternative Currencies
shall be in a minimum principal amount of the Dollar Equivalent of $3,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000
in excess thereof and (iv) in the case of Base Rate Loans, a minimum principal amount of $500,000 and integral multiples of $100,000
in excess thereof, 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.


 




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(b)            Mandatory
Prepayments. If at any time (A) the Outstanding Amount of Revolving Obligations shall exceed the aggregate Revolving Committed
Amount, (B) the Outstanding Amount of L/C Obligations shall exceed the L/C Committed Amount, (C) the Outstanding Amount of Swing
Line Loans shall exceed the Swing Line Committed Amount, or (D) the Outstanding Amount of all Revolving Loans denominated in Alternative
Currencies at any time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, immediate prepayment
(or in the case of Revolving Loans Denominated in Alternative Currencies, within five (5) Business Days) will be made on the Revolving
Loans, Swing Line 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 Borrower. Voluntary prepayments on the Revolving Obligations
and on the Term Loans will be paid by the Administrative Agent to the Revolving Lenders and the Term Loan Lenders, as the case
may be, 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 applicable
Revolving Lenders ratably in accordance with their respective interests therein; provided, that mandatory prepayments in
respect of the Revolving Commitments under subsection (b) above shall be applied to the respective Revolving Obligations as
appropriate.


 


2.07        Termination
or Reduction of Commitments.


 


The Revolving Commitments
and the Sterling Term Loan Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower 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; (ii) the Revolving Commitments may not be reduced to an amount less than
the Revolving Obligations then outstanding; and (iii) if, after giving effect to any reduction of the Revolving Commitments, the
Alternative Currency Sublimit, the L/C Committed Amount or the Swing Line Committed Amount exceeds the amount of the applicable
Revolving Commitments, such sublimit or committed amount shall be automatically reduced by the amount of such excess. The Administrative
Agent will give prompt notice to the Lenders, as the case may be, of any such reduction in Revolving Commitments and/or the Sterling
Term Loan Commitments, the Alternative Currency Sublimit, the L/C Committed Amount and/or the Swing Line Committed Amount. Any
reduction of the Revolving Commitments and/or Sterling Term Loan Commitments shall be applied to the respective Revolving Commitment
of each such Revolving


 




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Lender according to its
Revolving Commitment Percentage and/or Sterling Term Loan Commitment Percentage thereof. All commitment or other fees accrued until
the effective date of any termination of the 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 Rate; (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 Rate; 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 Rate for Revolving Loans which are Eurodollar Loans.


 


(b)          If
any amount payable by the Borrower 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 Borrower 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)          Sterling
Term Loan Unused Fee. In the event the Borrower does not elect to draw the full amount of the Sterling Term Commitment on or
before the date that is thirty (30) days following the Closing Date, the Borrower agrees to pay to the Administrative Agent for
the ratable benefit of the Sterling Term Loan Lenders, a delayed draw unused fee on any undrawn amount of the Sterling Term Loans
(the “Sterling Term Loan Unused Fee”) in an amount equal to (a) the then applicable Facility Fee rate set forth
in the definition of “Applicable Rate” multiplied by (b) the amount by which the Sterling Term Loan Commitments
exceed the sum of the Outstanding Amount of Sterling Term Loans as of the beginning of such day. The Sterling Term Loan Unused
Fee shall be calculated and accrue on a pro rata basis commencing on the date that is thirty (30) days from and after the Closing
Date through the Sterling Term Loan Funding


 




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Termination
Date, and shall be payable on the Sterling Term Loan Funding Termination Date; provided, that, pursuant to Section 2.15(a)(iii),
(i) no Sterling Term Loan Unused Fee shall accrue on the Sterling Term Loan Commitment of a Defaulting Lender so long as such Sterling
Term Loan Lender shall be a Defaulting Lender and (ii) any Sterling Term Loan Unused Fee accrued with respect to the Sterling Term
Loan Commitment of a Defaulting Lender during the period prior to the time such Sterling Term Loan Lender became a Defaulting Lender
and unpaid at such time shall not be payable by the Borrower so long as such Sterling Term Loan Lender shall be a Defaulting Lender.
The Administrative Agent shall distribute the Sterling Term Loan Fee to the Sterling Term Loan Lenders pro rata in accordance with
the respective Sterling Term Loan Commitments of the Sterling Term Loan Lenders.


 


(b)            Facility
Fee. From and after the Closing Date, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the
Revolving Lenders, a facility fee at a per annum rate equal to the Applicable Rate times the actual daily amount of the
aggregate Revolving Committed Amount (as such amount may be reduced pursuant to Section 2.07 above), regardless of usage,
or, if the Aggregate Revolving Commitments have terminated, on the outstanding amount of all Revolving Loans, Swing Line Loans
and L/C Obligations, (the “Facility Fee” and collectively, for all the Revolving Lenders, the “Facility
Fees”). To the extent applicable, the Facility Fee shall accrue at all times during the Revolving 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 Revolving Loan
Maturity Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no
Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting
Lender and (ii) any Facility Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior
to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long
as such Revolving Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Facility Fee to the Revolving
Lenders pro rata in accordance with the respective Revolving Commitments of the Revolving Lenders.


 


(c)            Upfront
and Other Fees. The Borrower agrees to pay to the Administrative Agent for the benefit of the Lenders the upfront and other
fees in Dollars provided in the Engagement Letter.


 


(d)            Letter
of Credit Fees.


 


(i)          Letter
of Credit Fee. In consideration of the L/C Commitment hereunder, the Borrower agrees to pay, in Dollars, to the Administrative
Agent for the ratable benefit of each Dollar Tranche Lender in accordance with its Dollar Tranche Commitment Percentage an annual
fee (the “Letter of Credit Fee”) with respect to each Letter of Credit issued hereunder equal to (A) the Applicable
Rate per annum multiplied by (B) the average daily maximum amount available to be


 




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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); provided,
however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of
Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to Section
2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Dollar Tranche Lenders in accordance
with the upward adjustments in their respective Dollar Tranche Commitment Percentage allocable to such Letter of Credit pursuant
to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account.


 


(ii)         L/C
Issuer Fees. In addition to the Letter of Credit Fee, the Borrower agrees to pay to the L/C Issuer for its own account without
sharing by the other Dollar Tranche Lenders (A) with the issuance of each such Letter of Credit, a fronting fee, in Dollars, 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, negotiation, 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, in Dollars, of the L/C Issuer with respect thereto (collectively, the “L/C
Issuer Fees”).


 


(e)            Administrative
Agent’s Fees. The Borrower agrees to pay the Administrative Agent such fees, in Dollars, as provided in the Engagement
Letter or as may be otherwise agreed by the Administrative Agent and the Borrower from time to time.


 


(f)            Other
Fees.


 


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


 


(ii)         The
Borrower 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.


 




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2.10       Computation
of Interest and Fees.


 


All computations of
interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar 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) or, in the case of interest in respect of Loans denominated in Alternative Currencies
as to which market practice differs from the foregoing, in accordance with such market practice. 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 2.11(a),
bear interest for one day.


 


2.11        Payments
Generally.


 


(a)          All
payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to principal and interest on Loans denominated in an Alternative
Currency, all payments by the Borrower 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 Same Day Funds not later than 2:00 p.m.
on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect
to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such Alternative Currency
and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without
limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Credit Agreement
be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder
in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency
payment amount. The Administrative Agent will promptly distribute to each Lender its Dollar Tranche Commitment Percentage, Alternative
Currency Tranche Commitment Percentage, U.S. Term Loan Commitment Percentage or Sterling Term Loan Commitment Percentage, as applicable
(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 (i) after 2:00 p.m. in the case of payments in Dollars or
(ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency shall,
in each case, 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 Borrower shall come due on a day other than
a Business Day, payment shall be


 




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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 Borrower or any Lender has notified the Administrative Agent, prior to the date (or in the case of any Base Rate Loan, prior
to 12:00 (Noon) on the date of such Borrowing) any payment is required to be made by it to the Administrative Agent hereunder,
that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the
Borrower 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 Same Day Funds, then:


 


(i)          if
the Borrower fails 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 Same Day 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 Same Day Funds at the Overnight 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 Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative
Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”)
at a rate per annum equal to the Overnight 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 Borrower 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 Borrower 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 Borrower 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 Borrower 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


 




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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 Term Loan Lenders hereunder to make Term Loans, the Alternative Currency Tranche Lenders hereunder to make Alternative
Currency Tranche Loans and of the Dollar Tranche Lenders hereunder to make Dollar Tranche 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
Borrower 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 and excluding any amounts received by the L/C Issuer
and/or Swing Line Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder), 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 (i) if all or any portion of such excess payment is thereafter


 




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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 (A) the amount of such paying Lender’s required repayment to (B) 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 and (ii) the provisions of this Section shall not be construed to apply
to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement
(including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral
provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant,
other than an assignment to any Credit Party or any Subsidiary thereof (as to which the provisions of this Section shall apply).
The Borrower agrees 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 Borrower 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 Borrower
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 Borrower 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 Borrower
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


 




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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        Cash
Collateral.


 


(a)          Certain
Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (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 L/C Cash Collateralization Date, any L/C Obligation remains outstanding, the Borrower shall be deemed to have requested a Borrowing
of Base Rate Loans in the amount of the then Outstanding Amount of all L/C Obligations (determined as of the date of such L/C Borrowing
or the L/C Cash Collateralization Date, as the case may be) and to the extent of unavailability of Base Rate Loans, the Borrower
shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. In the event that the Borrower is deemed
to have requested a Borrowing of Base Rate Loans on the L/C Cash Collateralization Date, the Borrower hereby authorizes the L/C
Issuer and the Administrative Agent to deposit the proceeds of such borrowing directly into a deposit account with the Administrative
Agent in order the Cash Collateralize the L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately
upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative
Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv)
and any Cash Collateral provided by the Defaulting Lender).


 


(b)          Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Revolving
Lender, such Revolving Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the
Administrative Agent, the L/C Issuer and the Revolving Lenders (including the Swing Line Lender), and agrees to maintain, a first
priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral
pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be
applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash
Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting
Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency.


 


(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.04, 2.06, 2.15 or 8.02 in respect of Letters of Credit or Swing Line Loans
shall be held


 




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and applied
to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as
to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the
Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Dollar Tranche Lender (or, as appropriate, its assignee following
compliance with Section 11.07(b))) or (ii) the Administrative Agent’s good faith determination that there exists excess
Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Credit Party shall not
be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14
may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer
or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations.


 


2.15        Defaulting
Lenders.


 


(a)            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definitions of “Required Lenders”, “Required Revolving
Lenders” and “Required Dollar Tranche Lenders” and Section 10.01.


 


(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to
the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder;
third, in the case of a Defaulting Lender that is a Dollar Tranche Lender, to Cash Collateralize the L/C Issuer’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this


 




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Agreement, as
determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Dollar Tranche Lender, if so
determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x)
satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y)
Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts
owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if
(x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender
has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time
when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay
the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving
effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are
applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)       Certain
Fees.


 


(A)         Each
Defaulting Lender shall not be entitled to receive fees payable under Section 2.09(a) or (b) for any period during
which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have
been required to have been paid to each such Defaulting Lender).


 


(B)         Each
Defaulting Lender that is a Dollar Tranche Lender shall be entitled to receive Letter of Credit Fees for any period during which
that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of
Credit for which it has provided Cash Collateral pursuant to Section 2.14.


 




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(C)         With
respect to any fee payable under Section 2.09 or any Letter of Credit Fee not required to be paid to any Defaulting Lender
pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Dollar Tranche
Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s
participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause
(iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to
such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such
Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.


 


(iv)        Reallocation
of Applicable Percentages to Reduce Fronting Exposure. In the case of a Defaulting Lender that is a Dollar Tranche Lender,
all or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among
the Non-Defaulting Lenders that are Dollar Tranche Lenders in accordance with their respective Applicable Percentages (calculated
without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02
are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent
at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time),
and (y) such reallocation does not cause the Applicable Percentage of Dollar Tranche Obligations of any Non-Defaulting Lender
to exceed such Non-Defaulting Lender’s Dollar Tranche Commitment. Subject to Section 10.26, no reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 


(v)         Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only
partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable
Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash
Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine


 




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to be necessary
to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis
by the Lenders in accordance with their Dollar Tranche Commitment Percentages (without giving effect to Section 2.15(a)(iv)),
whereupon such Lender will cease to be a Defaulting Lender provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


 


2.16        Extension
of Revolving Loan Maturity Date.


 


(a)            Requests
for Extension. The Borrower may, at its option, but no more than two (2) times, by notice to the Administrative Agent (who
shall promptly notify the Revolving Lenders) not earlier than one hundred twenty (120) days and not later than thirty (30) days
prior to the then applicable Revolving Loan Maturity Date (the date of such notice, the “Extension Request Date”),
elect to extend the Revolving Loan Maturity Date for an additional six (6) months from the Revolving Loan Maturity Date then in
effect hereunder.


 


(b)            Conditions
to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Revolving Loan Maturity Date pursuant to
this Section shall not be effective unless:


 


(i)          no
Default or Event of Default exists on the Extension Request Date and the date of such extension;


 


(ii)         the
representations and warranties of the Credit Parties contained in this Credit Agreement and the other Credit Documents are true
and correct in all material respects on and as of the Extension Request Date and the date of such extension, other than those representations
and warranties which specifically refer to an earlier date, in which case they are true and correct in all material respects as
of such earlier date; provided, for purposes of this Section 2.16, the representations and warranties contained in
Subsections (a) and (b) of Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01;


 


(iii)        the
Administrative Agent shall have received, for the benefit of the Revolving Lenders (to be allocated on a pro rata basis after giving
effect to such extension) from the Borrower an extension fee in aggregate amount equal to 0.075% of the Aggregate Revolving Commitments
on the date of such extension.


 


(c)            Conflicting
Provisions. This Section shall supersede any provisions in Section 10.01 to the contrary.


 




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Article
III


TAXES,
YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes.


 


(a)          (i)          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”).


 


(ii)         If
any Credit Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any taxes, including
both United States Federal backup withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make
such deductions as are determined by the Administrative Agent to be required, (B) the Administrative Agent shall timely pay the
full amount withheld or deducted to the relevant taxation authority in accordance with the Internal Revenue Code, and (C) to the
extent that the withholding or deduction is made on account of Taxes, the sum payable by the applicable Credit Party shall be increased
as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to
additional sums payable under this Section 3.01) the applicable recipient receives an amount equal to the sum it would have received
had no such withholding or deduction been made.


 


(iii)        If
any Credit Party or the Administrative Agent shall be required by any Laws other than the Internal Revenue Code to deduct any Taxes
from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (A) the sum payable
by the applicable Credit Party 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, (B) such Credit Party or the Administrative Agent shall
make such deductions, (C) such Credit Party or the Administrative Agent shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (D) within thirty (30) days after the date of such payment,
such Credit Party shall furnish to


 




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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 Borrower agrees 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)          (i)          If
the Borrower 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 Borrower 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.


 


(ii)         Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand
therefore, (x) the Administrative Agent against any Taxes attributable to such Lender (but only to the extent that any Credit Party
has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Credit Parties to
do so) and (y) the Administrative Agent and the Credit Parties, as applicable, against any taxes excluded from the definition of
Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection
with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto whether or not such taxes were
correctly or legally imposed or asserted by the relevant taxation authority. A certificate as to the amount of such payment or
liability delivered to any Lender by the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii).


 


(d)          The
Borrower agrees 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 Borrower, (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. Each of the Credit Parties agree, jointly and severally, to indemnify the Administrative Agent for any amount which
a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) above.
Payment under this


 




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subsection (d)
shall be made within thirty (30) days after the date the Lender or the Administrative Agent makes a written demand therefor.


 


(e)          For
purposes of determining withholding Taxes imposed under the FATCA, from and after the Closing Date, the Borrower and the Administrative
Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a "grandfathered
obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


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 Loans, or to determine or charge interest rates based upon the Eurodollar Rate,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to
the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans in the affected
currency or currencies or, in the case of Eurodollar Loans in Dollars, to convert Base Rate Loans to Eurodollar Loans shall be
suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurodollar 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
Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans. Upon any such prepayment
or conversion, the Borrower 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 Loan, or that the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Loan (whether denominated in Dollars or an Alternative Currency) does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans in the affected currency or currencies shall be
suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such
notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans in the
affected currency or currencies 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.


 




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


 


(a)          If
any Lender determines that as a result of any Change in 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 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 Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or
reduction. Such Lender shall deliver to the Borrower a certificate (with a copy of such certificate to the Administrative Agent)
setting forth the amount or amounts to compensate such Lender or its holding company, as the case may be, for such increased cost
or reduction as specified in this paragraph (a) and such certificate shall be conclusive absent manifest error; provided, that
such Lender shall not be under any obligation to include in such certificate any information in respect of which disclosure is
prohibited by applicable law or any binding confidentiality agreement. The Borrower shall pay such Lender the amount shown as due
on such certificate within ten (10) days after receipt thereof.


 


(b)          If
any Lender determines that any Change in Law regarding capital adequacy or liquidity requirements, 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 (and
the policies of such Lender’s holding company) 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 Borrower
shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. Such Lender shall deliver to
the Borrower a certificate (with a copy of such certificate to the Administrative Agent) setting forth the amount or amounts to
compensate such Lender or its holding company, as the case may be, for such reduction as specified in this paragraph (b) and such
certificate shall be conclusive absent manifest error; provided, that such Lender shall not be under any obligation to include
in such certificate any information in respect of which disclosure is prohibited by applicable law or any binding confidentiality
agreement. The Borrower shall pay such Lender the amount shown as due on such certificate within ten (10) days after receipt thereof.


 


(c)          The
Borrower 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”),


 




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additional
interest on the unpaid principal amount of each Eurodollar 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 Borrower 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 Borrower 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 Borrower (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 Borrower; or


 


(c)          any
failure by the Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency on its scheduled
due date or any payment thereof in a different currency; or


 


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


 


including any loss of anticipated profits,
any loss or expense or any foreign exchange losses 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 or from performance of any foreign
exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the
foregoing.


 


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


 




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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 Borrower may replace such
Lender in accordance with Section 10.16.


 


3.07        Survival.


 


All of the Borrower’s
obligations under this Article III shall survive termination of the 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:


 


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


 


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


 


(iii)        copies
of the Organization Documents of each Credit Party 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 such Credit Party to be true and correct as of the Closing Date;


 


(iv)        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


 




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Officer in connection
with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; and


 


(v)         such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized
or formed, and is validly existing, in good standing and qualified to engage in business in the jurisdiction of their incorporation
or organization.


 


(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 a legal opinion of (i) Arnold & Porter Kaye Scholer LLP, special New York
and Delaware counsel for the Credit Parties and (ii) special local counsel for the Credit Parties for the state of Maryland, in
each case addressed to the Administrative Agent, its counsel and the Lenders.


 


(c)            Officer’s
Certificates. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer
of the Borrower 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.


 


(d)            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 fiscal years of the Consolidated Parties through December 31, 2022 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.


 


(e)            Opening
Compliance Certificate. Receipt by the Administrative Agent of a Compliance Certificate as of the Closing Date signed by a
Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts
set forth in the unaudited financial statements for the fiscal quarter ended March 31, 2017 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 (d) of this Section 4.01).


 




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(f)          Unencumbered
Property Certificate. Receipt by the Administrative Agent of an Unencumbered Property Certificate as of the Closing Date signed
by a Responsible Officer of the Borrower.


 


(g)          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 the
Borrower or any other Credit Party to fulfill its respective obligations under the Credit Documents to which it is a party.


 


(h)          Material
Adverse Change. No material adverse change shall have occurred since December 31, 2016 in the condition (financial or
otherwise), business, assets, operations, management or prospects of the Borrower and its Consolidated Subsidiaries, taken as a
whole.


 


(i)          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 affect
the transactions set forth herein or contemplated hereby.


 


(j)          Repayment
of Existing Credit Facility. Receipt by the Administrative Agent of satisfactory evidence that the Existing Credit Facility
has been simultaneously repaid in full and terminated.


 


(k)          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 Engagement Letter


 


(l)          Release
of Subsidiary Guarantors. Receipt by the Administrative Agent of satisfactory evidence that all Subsidiary Guarantors (other
than Omega LP and Omega Holdco) of the Senior Notes are being released from their guaranties of the Senior Notes on the Closing
Date.


 


Without limiting the
generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this 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.


 




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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 or Event of 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 Borrower 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)          (i)
Immediately following the making of such Extension of Credit the sum of the outstanding principal balance of the Revolving Obligations
shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate principal amount of Swing Line Loans shall not exceed
the Swing Line Committed Amount, (iii) the aggregate principal amount of all Alternative Currency Tranche Loans denominated in
Alternative Currencies shall not exceed the Alternative Currency Sublimit and (iv) with respect to Term Loans, the amount of such
requested Extension of Credit shall not exceed the aggregate available Term Loan Commitments; and


 


(e)          In
the case of a Request for Extension of Credit to be denominated in an Alternative Currency, there shall not have occurred any adverse
change in national or international financial, political, or economic conditions or currency exchange rates or exchange controls
that would make it impracticable for such Extension of Credit to be denominated in the relevant Alternative Currency.


 


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


 


Article
V


REPRESENTATIONS
AND WARRANTIES


 


The Credit Parties
represent and warrant, as applicable, to the Administrative Agent and the Lenders that:


 


5.01        Financial
Statements; No Material Adverse Effect.


 


(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


 




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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)          The
unaudited consolidated and consolidating balance sheets of the Consolidated Parties dated March 31, 2017, and the related consolidated
and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on
that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (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, subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal year-end audit adjustments.


 


(c)          During
the period from December 31, 2016, 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.


 


(d)          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.


 


(e)          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.


 


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.


 




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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 Internal Revenue Code and other Federal
or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue 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 Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to
Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Internal Revenue 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 Borrower nor any


 




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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 Internal Revenue 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
Borrower 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 Borrower 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 Borrower 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 Borrower, each of the facilities and real properties owned, leased or operated
by any Credit Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance
with all applicable Environmental Laws in all material respects and there is no violation, in any material respect, of any Environmental
Law with respect to the Facilities or the businesses operated by any Credit Party or any Subsidiary at such time (the “Businesses”),
and there are no conditions relating to the Facilities or the Businesses that are likely to give rise to liability under any applicable
Environmental Laws.


 


(b)          To
the knowledge of the Responsible Officers of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous
Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give
rise to liability under, applicable Environmental Laws.


 


(c)          To
the knowledge of the Responsible Officers of the Borrower, no Credit Party nor any Subsidiary 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 Facilities
or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened.


 


(d)          To
the knowledge of the Responsible Officers of the Borrower, Hazardous Materials have not been transported or disposed of from the
Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities, in each case by or on behalf of
any Credit Party or any Subsidiary in violation of, or in a manner that is likely to give rise to liability under, any applicable
Environmental Law.


 




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(e)          To
the knowledge of the Responsible Officers of the Borrower, no judicial proceeding or governmental or administrative action is pending
or threatened, under any Environmental Law to which any Credit Party or any Subsidiary 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 any Credit Party, any Subsidiary, the Facilities or the Businesses.


 


(f)          To
the knowledge of the Responsible Officers of the Borrower, there has been no release or threat of release of Hazardous Materials
at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Credit
Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in
amounts or in a manner that is likely to give rise to liability under any applicable Environmental Laws.


 


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 Credit Parties are (i) 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.


 


The Borrower and each
of its Subsidiaries 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.


 


5.10       Ownership
of Property; Liens.


 


The Borrower and each
of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all applicable Real
Property Assets, except for Permitted Liens and such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Set forth on the most recently delivered Unencumbered Property Certificate required
pursuant to Section 6.02, is a list of all Unencumbered Properties (Unencumbered Asset Value). The Unencumbered Properties
listed on the Unencumbered Property Certificate are the same as the properties listed on the corresponding certificate most recently
delivered by the Borrower pursuant to Section 6.02 of the Bank of Tokyo Credit Agreement and by Omega LP pursuant to Section 6.02
of the LP Credit


 




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Agreement. The Property
of the Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.


 


5.11         Corporate
Structure; Capital Stock, Etc.


 


Set forth on Schedule 5.11
is a complete and accurate list of each Credit Party and each Subsidiary of any Credit Party, together with (a) jurisdiction of
organization, (b) number of shares of each class of Capital Stock outstanding, (c) number and percentage of outstanding shares
of each class owned (directly or indirectly) by any Credit Party or any Subsidiary and (d) U.S. taxpayer identification number.
Subject to Section 7.03, the Borrower has no equity Investments in any other Person other than those specifically disclosed
on Schedule 5.11, as such schedule may be updated from time to time pursuant to Section 6.02. The outstanding
Capital Stock owned by any Credit Party are validly issued, fully paid and non-assessable and free of any Liens, warrants, options
and rights of others of any kind whatsoever.


 


5.12         Labor
Matters.


 


There are no collective
bargaining agreements or Multiemployer Plans covering the employees of the Borrower as of the Closing Date and the Borrower (a) has
not suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years or (b) to
the knowledge of the Responsible Officers of the Borrower there has not been any potential or pending strike, walkout or work stoppage.
No unfair labor practice complaint is pending against the Borrower.


 


5.13         No
Default.


 


Neither the Borrower
nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation that could, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.14         Solvency.


 


Immediately before
and immediately after giving effect to this Agreement, (a) the Borrower is Solvent and (b) the other Credit Parties are Solvent
on a consolidated basis.


 


5.15         Taxes.


 


The Borrower and its
Subsidiaries 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,
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 Borrower, there is no proposed tax assessment against any Credit Party that would, if made, have a Material Adverse Effect.


 




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5.16         REIT
Status.


 


The Borrower is taxed
as a “real estate investment trust” within the meaning of Section 856(a) of the Internal Revenue Code and each
of the Credit Parties (other than the Borrower) are Qualified REIT Subsidiaries.


 


5.17         Insurance.


 


The Real Property Assets
of the Borrower and its Subsidiaries are insured, to Borrower’s knowledge, with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried
by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary
operates.


 


5.18         Intellectual
Property; Licenses, Etc.


 


The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person, except, in each case, where the failure to do so could not reasonably
be expected to have a Material Adverse Effect. To the knowledge of the Credit Parties, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary
infringes upon any rights held by any other Person except where such infringement could not reasonably be expected to have a Material
Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened,
which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


5.19         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.


 




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5.20        Anti-Terrorism
Laws.


 


No Consolidated Party,
any Affiliate thereof, or any of their respective officers, employees, directors or agents is an “enemy” or an “ally
of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50
U.S.C. App. §§ 1 et seq.) (the “Trading with the Enemy Act”), as amended. No Consolidated Party,
any Affiliate thereof, or any of their respective officers, employees, directors or agents is in violation of (a) the Trading
with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (c) the Patriot
Act or (d) the Laws of any applicable jurisdiction related to bribery or anti-corruption. Set forth on Schedule 5.20 is
the exact legal name of each Consolidated Party, the state of incorporation or organization, the chief executive office, the principal
place of business, the jurisdictions in which the Consolidated Parties are qualified to do business, the federal tax identification
number and organization identification number of each of the Consolidated Parties as of the Closing Date. The Borrower has implemented
and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective
directors, officers, employees and agents with anti-corruption Laws and applicable Sanctions.


 


5.21        OFAC/FCPA.


 


No Consolidated Party,
any Affiliate thereof, or any of their respective officers, employees, directors or agents (a) is a Sanctioned Person, (b) has
any of its assets in Designated Jurisdictions, or (c) derives any of its operating income from investments in, or transactions
with, Sanctioned Persons or Designated Jurisdictions. No part of the proceeds of any Loans hereunder will be used directly or indirectly
to fund any operations in, finance any investments or activities in or make any payments to a Sanctioned Person or a Designated
Jurisdiction or for any payments to any governmental official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended and in effect from time
to time.


 


The Borrower and its
Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK
Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies
and procedures designed to promote and achieve compliance with such laws.


 


5.22        EEA
Financial Institution.


 


No Borrower or Guarantor
is an EEA Financial Institution.


 


Article
VI


AFFIRMATIVE
COVENANTS


 


The Borrower hereby
covenants and agrees (on its own behalf and on behalf of the other Credit Parties, 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:


 




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6.01        Financial
Statements.


 


The Borrower 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 ninety (90) days after the end of each fiscal year of the Borrower (or if earlier, the
date that is five (5) 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 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; provided, that the Administrative Agent hereby agrees that a Form 10-K of the Borrower 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 forty-five (45) days after the end of each of the first three (3) fiscal quarters of
each fiscal year of the Borrower (or if earlier, the date that is five (5) 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 Borrower’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 Borrower 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 Borrower 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 Borrower 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), (i) a duly completed
Compliance Certificate signed by a Responsible Officer of the Borrower; which shall include, without limitation, calculation of
the financial covenants set forth in Section 6.12 and an update of Schedule 5.11, if applicable and (ii) a duly
completed Unencumbered Property Certificate;


 




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(b)          within
thirty (30) days after the end of each fiscal year of the Borrower, beginning with the fiscal year ending December 31, 2017,
an annual operating forecast of the Borrower 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(d)
hereof;


 


(c)          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 Borrower (or the audit committee of the board of directors of the
Borrower) in respect of the Borrower (and, to the extent any such reports, letters or recommendations are prepared separately for
any one or more of the Credit Parties, such Credit Party) by independent accountants in connection with the accounts or books of
the Borrower (or such Credit Party) or any audit of the Borrower (or such Credit Party);


 


(d)          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 Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which the Borrower 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 Borrower 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;


 


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


 


(f)           promptly
upon any Responsible Officer of the Borrower becoming aware thereof, notice of any matter that has resulted or could reasonably
be expected to result in a Material Adverse Effect and any other Default or Event of Default;


 


(g)          within
ten (10) days upon any Responsible Officer of the Borrower becoming aware thereof, reports detailing income or expenses of any
assets directly owned or operated, or which will be included on the balance sheet for purposes of FIN 46, other than as previously
disclosed in the Borrower’s Form 10-K, 10-Q or any other publicly available information;


 


(h)          promptly,
such additional information regarding the business, financial or corporate affairs of the Credit Parties, 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; and


 




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(i)           promptly
upon any announcement by Moody’s, S&P or Fitch of any change or possible change in a Debt Rating.


 


Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(b), (c), or (d) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides
a link thereto on the Borrower’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 Borrower’s 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 Borrower shall deliver paper copies of
such documents to the Administrative Agent or any Lender (through the Administrative Agent) that requests the Borrower 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 Borrower 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.  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 Borrower or the other Credit Parties 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 Borrower hereby acknowledges that (x)
the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower
hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on SyndTrak 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 Borrower or its securities)
(each, a “Public Lender”).  The Borrower hereby further agrees 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 Borrower 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 Borrower or its 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.”


 




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6.03       Preservation
of Existence and Franchises.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, do all things necessary to preserve and keep in full force and effect its legal 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 shall,
as shall cause each of its Subsidiaries to, 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 shall,
and shall cause each of its Subsidiaries, to comply with all Laws, rules, regulations and orders, and all applicable restrictions
imposed by all Governmental Authorities, applicable to it and all of its real and personal property, 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 could not reasonably be expected to have a Material Adverse Effect.


 


6.06       Payment
of Taxes and Other Indebtedness.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, 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, before they shall become delinquent, unless the same are being contested in good faith
by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower
or such Subsidiary, (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.


 


6.07       Insurance.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, maintain (or caused to be maintained) with financially sound and reputable insurance
companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.  Each Credit Party shall, and shall cause each of its Subsidiaries
to, provide prompt notice to the Administrative Agent following such Credit Party’s receipt from the relevant insurer of
any notice of termination, lapse or cancellation of such insurance.


 


6.08       Maintenance
of Property.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, maintain, preserve and protect (or caused to be maintained, preserved and protected)
all of its Unencumbered Properties and all other material property and equipment necessary in the operation of its business in
good


 




    	 	97	 



     


    

 


working order and condition,
in each case, in a manner consistent with how such Person maintained its Unencumbered Properties and other material property on
the Closing Date, ordinary wear and tear excepted.


 


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.


 


Subject to the rights
of Tenants, each Credit Party shall, and shall cause each of its Subsidiaries to, 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 any of
its Real Property 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 Borrower
or the Credit Parties, 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 Borrower or any other Credit Party with its accountants.


 


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


 


The Borrower shall
use the proceeds of all Loans and use Letters of Credit only for the purpose of (a) on the Closing Date to refinance existing Indebtedness
of the Credit Parties under the Existing Credit Facility and (b) on and after the Closing Date to finance general corporate working
capital (including asset acquisitions, and acquiring or improving, directly or indirectly, income producing Healthcare Facilities
and Investments incidental or related thereto), capital expenditures or other corporate purposes of the Borrower 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 Borrower shall cause the Consolidated Leverage Ratio, as of the end of any fiscal quarter, to
be equal to or less than 60%; provided however, notwithstanding the foregoing, following the fiscal quarter in which
any Significant Acquisition occurs by the Borrower or any Subsidiary or Subsidiaries of the Borrower, and following the delivery
of an Acquisition Leverage Ratio Notice, the Borrower shall have the ability to increase the applicable Consolidated


 




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Leverage Ratio
to be less than or equal to 65% with respect to the fiscal quarter during which such Significant Acquisition occurs and the next
two (2) fiscal quarters thereafter.


 


(b)          Consolidated
Secured Leverage Ratio.  The Borrower shall cause the Consolidated Secured Leverage Ratio, as of the end of any fiscal
quarter, to be equal to or less than 30%.


 


(c)          Consolidated
Unsecured Leverage Ratio.  The Borrower shall cause the Consolidated Unsecured Leverage Ratio, as of the end of any
fiscal quarter, to be equal to or less than 60%; provided however, notwithstanding the foregoing, following the fiscal
quarter in which any Significant Acquisition by the Borrower occurs or any Subsidiary or Subsidiaries of the Borrower, and following
the delivery of an Acquisition Leverage Ratio Notice, the Borrower shall have the ability to increase the applicable Consolidated
Unsecured Leverage Ratio to be less than or equal to 65% with respect to the fiscal quarter during which such Significant Acquisition
occurs and the next two (2) fiscal quarters thereafter.


 


(d)          Consolidated
Fixed Charge Coverage Ratio.  The Borrower shall cause the Consolidated Fixed Charge Coverage Ratio, as of the end
of any fiscal quarter, to be equal to or greater than 1.50 to 1.00.


 


(e)          Consolidated
Tangible Net Worth.  The Borrower 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) $3,374,567,000 plus (ii) an amount equal to 75% of the net cash proceeds
received by the Consolidated Parties from Equity Transactions subsequent to the Closing Date.


 


(f)           [Reserved].


 


(g)          Consolidated
Unsecured Interest Coverage Ratio.  The Borrower shall cause the Consolidated Unsecured Interest Coverage Ratio,
as of the end of any fiscal quarter, to be equal to or greater than 2.00 to 1.00.


 


(h)          Distribution
Limitation.  During the continuance of an Event of Default, the Borrower shall only pay distributions sufficient
to maintain its status as a REIT; provided, that following any Event of Default resulting from nonpayment or bankruptcy, or if
the outstanding Loans have been accelerated then the Borrower shall not make any distributions.  Notwithstanding anything
to the contrary contained in this Section 6.12(h), the Borrower may make distributions payable solely in the form of
common stock of the Borrower.


 


6.13       Environmental
Matters; Preparation of Environmental Reports.


 


The Borrower will,
and will cause each of its Subsidiaries to, comply in all material respects with all Environmental Laws in respect of its Real
Property Assets.


 




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6.14       REIT
Status.


 


The Borrower will,
and will cause each of its Subsidiaries to, operate its business at all times so as to satisfy all requirements necessary to qualify
and maintain the Borrower’s qualification as a real estate investment trust under Sections 856 through 860 of the Internal
Revenue Code.  The Borrower will maintain adequate records so as to comply in all material respects with all record-keeping
requirements relating to its qualification as a real estate investment trust as required by the Internal Revenue Code and applicable
regulations of the Department of the Treasury promulgated thereunder and will properly prepare and timely file with the IRS all
returns and reports required thereby.


 


6.15       Additional
Guarantors; Withdrawal or Addition of Unencumbered Properties; Release of Guarantors.


 


(a)          Upon
any Domestic Subsidiary providing a guaranty of other unsecured Indebtedness of the Borrower for borrowed money evidenced by bonds,
debentures, notes or other similar instruments in an amount of at least $50,000,000 individually or in the aggregate, the Borrower
shall cause such Domestic Subsidiary to (1) become a Subsidiary Guarantor hereunder through the execution and delivery to the Administrative
Agent of a Subsidiary Guarantor Joinder Agreement on or before the deadline for the delivery of the Compliance Certificate required
pursuant to Section 6.02(a) following the fiscal quarter in which the foregoing conditions for becoming a Subsidiary
Guarantor are met, and (2) 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)          The
Borrower may add and withdraw Real Property Assets from the pool of Unencumbered Properties without the consent of the Administrative
Agent; provided, that (i) in the case of addition of a Real Property Asset owned or leased by a Consolidated Party that
is not a Credit Party, the owner of the Real Property Asset shall have complied with the requirements of clause (a)(i) of this
Section 6.15 and (ii) in the case of withdrawal of a Real Property Asset, the Borrower shall have (x) given notice thereof
to the Administrative Agent, together with a written request to release the owner of the subject Real Property Asset from the Guaranty,
where appropriate, in accordance with the provisions hereof and (y) delivered to the Administrative Agent a Compliance Certificate
demonstrating compliance with the financial covenants in Section 6.12 on a pro forma basis as if such Real Property Asset had been
released as of the first day of the relevant period.  In the case of withdrawal of a subject Property from the pool of
Unencumbered Properties entitling the owner of the subject Real Property Asset to a release from the Guaranty hereunder, the Administrative
Agent shall acknowledge (in writing delivered to the Borrower upon written request of the Borrower) withdrawal of the subject Real
Property Asset and release of Guaranty of the owner in respect thereof (excepting a situation where an Event of Default shall then
exist and be continuing, or where withdrawal of the subject Real Property Asset would cause non-compliance with the financial covenants
in Section 6.12 on a pro forma basis as if such Real Property


 




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Asset had been
released as of the first day of the relevant period, which in either such case, the owner of the subject Real Property Asset shall
not be released from its Guaranty hereunder until such time as the foregoing conditions no longer exist).  Notwithstanding
anything to the contrary in this Agreement, if the removal of any Unencumbered Properties would have the effect of curing all existing
Events of Default, Borrower shall be permitted to withdraw such Real Property Assets, and any Event of Default with respect thereto
shall be deemed cured as of the date of such withdrawal.  In no event shall a Real Property Asset be added to, or released
from, the pool of Unencumbered Properties unless such Real Property Asset is substantially concurrently therewith added to, or
released from, as the case may be, the pool of Unencumbered Properties included under the LP Credit Agreement and the Bank of Tokyo
Credit Agreement.


 


(c)          Notwithstanding
the requirements set forth in clauses (a) or (b) of this Section 6.15, in the event that any Person acting as a Guarantor
(other than Omega Holdco and Omega LP) (i) is no longer obligated to provide a guarantee of any Indebtedness of the Borrower for
borrowed money evidenced by bonds, debentures, notes or other similar instruments in an amount of at least $50,000,000 (excluding
any amounts outstanding pursuant to this Credit Agreement or the LP Credit Agreement or the Bank of Tokyo Credit Agreement) or
(ii) would be automatically released from its guarantee obligations of any such indebtedness upon its release from the Guaranty
or (iii) is sold to a third-party and such unsecured debt is paid off upon completion of the sale or is agreed to be assumed by
and transferred to such third-party purchaser upon completion of such sale, then such Person shall be automatically released as
a party to the Credit Documents (the “Release”).  In such an event, the Borrower will notify the Administrative
Agent that, pursuant to this Section 6.15(c), such Person shall be released and, in accordance with Section 9.11,
the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties such documentation as is reasonably necessary
to evidence the Release.  


 


Notwithstanding the
foregoing, (A) as set forth in Section 6.18 below, the Obligations shall remain a senior unsecured obligation, pari
passu with all other senior unsecured Funded Debt of the Borrower, Omega LP, Omega Holdco and to the extent applicable, any other
Subsidiary Guarantor and (B) to the extent that following any such Release, any Real Property Asset owned by an otherwise released
or to be released Guarantor that is obligated in respect of outstanding recourse debt for Funded Debt shall not be deemed an Unencumbered
Property for purposes of this Agreement.


 


6.16       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.  The 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


 




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 its sole discretion,
confirming the 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.


 


6.17       Compliance
With Material Contracts.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, perform and observe all the material terms and provisions of each Material Contract
to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract
in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative
Agent and, upon the reasonable request of the Administrative Agent, make to each other party to each such Material Contract such
demands and requests for information and reports or for action as any Credit Party is entitled to make under such Material Contract.


 


6.18       Designation
as Senior Debt.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, ensure that all Obligations are designated as “Senior Indebtedness” and
are at least pari passu with all unsecured debt of such Credit Party and each Subsidiary.


 


6.19       Investor
Guaranties.


 


The Administrative
Agent and the Lenders have agreed to accept from time to time, upon the request of Borrower, one or more Investor Guaranties.  No
Investor Guarantor shall be a person with whom Administrative Agent or any Lender is prohibited by applicable law from doing business,
and Borrower shall deliver such information as Administrative Agent may reasonably request to verify the foregoing.


 


Article
VII

NEGATIVE COVENANTS


 


The Borrower hereby
covenants and agrees (on its own behalf and on behalf of the other Credit Parties, 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 Credit Party shall,
nor shall they permit any Subsidiary to, 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 the following:


 


(a)          Liens
pursuant to any Credit Document;


 


(b)          Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (including pledges or deposits
in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other


 




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social security
legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(c)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or
pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided, that such Liens
secure only amounts not overdue for more than thirty (30) days or are being contested in good faith by appropriate proceedings
for which adequate reserves determined in accordance with GAAP have been established;


 


(d)          deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness not otherwise permitted pursuant to Section 7.02),
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary
course of business;


 


(e)          zoning
restrictions, easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions, sets of facts that an
accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;


 


(f)           Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 8.01(h);


 


(g)          leases
or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business
of any Credit Party or any Subsidiary;


 


(h)          any
interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements
in foreign jurisdictions) relating to, leases permitted by this Agreement;


 


(i)           Liens
in existence as of the Closing Date as set forth on Schedule 7.01 and any renewals or extensions thereof; provided,
that the property covered thereby is not materially changed;


 


(j)           Liens
pursuant to the Braswell Indebtedness; and


 


(k)          other
Liens incurred in connection with Consolidated Funded Debt as long as, after giving effect thereto, the Credit Parties are in compliance
with the financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last
day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or
if such Lien exists as of the Closing Date, as of March 31, 2017); provided, that the Credit Parties may not grant a mortgage,
deed of


 




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trust, lien,
pledge, encumbrance or other security interest, in each case, to secure Funded Debt with respect to any Unencumbered Property or
the Capital Stock in any Subsidiary except in favor of the Lenders.


 


7.02       Indebtedness.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
under the Credit Documents;


 


(b)          Indebtedness
in connection with intercompany Investments permitted under Section 7.03;


 


(c)          obligations
(contingent or otherwise) existing or arising under any Swap Contract; provided, that (i) such obligations are (or were)
entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does
not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions
to the defaulting party;


 


(d)          without
duplication, guaranties by a Credit Party or any Subsidiary in respect of any Indebtedness otherwise permitted hereunder;


 


(e)          Indebtedness
set forth in Schedule 7.02 (and renewals, refinancing and extensions thereof); provided, that the amount of
such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by
an amount equal to any existing commitments utilized thereunder (for purposes of clarity, it is understood that Funded Debt on
Schedule 7.02 is included in calculating the financial covenants in Section 6.12); and


 


(f)           other
Funded Debt (including any portion of any renewal, financing, or extension of Indebtedness set forth in Schedule 7.02
to the extent such portion does not meet the criteria set for the in the proviso of clause (e) above) as long as, after giving
effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a pro forma basis
as if such Indebtedness had been incurred as of the last day of the most recent fiscal quarter for which financial statements have
been delivered pursuant to Section 6.01 (or if such Indebtedness exists as of the Closing Date, as of March 31, 2017).


 


7.03       Investments.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, make any Investments, except:


 




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(a)          Investments
held in the form of cash or Cash Equivalents;


 


(b)          Investments
in any Person that is a Credit Party prior to giving effect to such Investment;


 


(c)          Investments
by any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;


 


(d)          Investments
consisting of (i) extensions of credit in the nature of the performance of bids, (ii) accounts receivable or notes receivable arising
from the grant of trade contracts and leases (other than credit) in the ordinary course of business, and (iii) Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary
in order to prevent or limit loss;


 


(e)          Guaranties
permitted by Section 7.02;


 


(f)           Investments
existing as of the Closing Date and set forth in Schedule 7.03; and


 


(g)          Investments
in or related to Healthcare Facilities and Investments as described in Section 6.11 (including, without limitation, Investments
of the type set forth in subclauses (i)-(iv) of this clause (g)); provided, however, that after giving effect to
any such Investments, (i) the aggregate amount of Investments consisting of unimproved land holdings shall not, at any time, exceed
5% of Consolidated Total Asset Value, (ii) the aggregate amount of Investments consisting of Mortgage Loans, notes receivables
and mezzanine loans shall not, at any time, exceed 30% of Consolidated Total Asset Value, (iii) the aggregate amount of Investments
consisting of construction in progress shall not, at any time, exceed 15% of Consolidated Total Asset Value and (iv) the aggregate
amount of Investments in Unconsolidated Affiliates shall not, at any time, exceed 20% of Consolidated Total Asset Value; provided,
further, that the aggregate amount of all Investments made pursuant to clauses (i), (ii), (iii) and (iv) above shall not, at any
time, exceed 35% of Consolidated Total Asset Value.


 


7.04       Fundamental
Changes.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person;
provided, that, notwithstanding the foregoing provisions of this Section 7.04, (a) the Borrower may merge or
consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any Consolidated
Party may merge or consolidate with any other Consolidated Party; provided, that if a Credit Party is a party to such transaction,
such Credit Party shall be the continuing or surviving Person, (c) any Subsidiary Guarantor may be merged or consolidated with
or into any other Subsidiary Guarantor and (d) any Subsidiary that is not a Credit Party 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.


 




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7.05       Dispositions.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition,
except:


 


(a)          Dispositions
of obsolete or worn out Property, whether now owned or hereafter acquired, in the ordinary course of business;


 


(b)          Dispositions
of inventory in the ordinary course of business;


 


(c)          Dispositions
of equipment or Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement
property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
Property; provided, that if the Property disposed of is an Unencumbered Property it is removed from the calculation of Unencumbered
Asset Value.


 


(d)          Dispositions
of Property by any Subsidiary to a Credit Party or to a Wholly Owned Subsidiary; provided, that if the transferor of such
property is a Credit Party, the transferee thereof must be a Credit Party;


 


(e)          Dispositions
permitted by Section 7.03 or Section 7.04;


 


(f)           Dispositions
by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, that (i) at
the time of such Disposition, no Default or Event of Default exists and is continuing (that would not be cured by such Disposition)
or would result from such Disposition and (ii) after giving effect thereto, the Credit Parties are in compliance with the financial
covenants in Section 6.12, on a pro forma basis as if such Disposition had been incurred as of the last day of the
most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01; and


 


(g)          real
estate leases entered into in the ordinary course of business.


 


Notwithstanding anything
above, any Disposition pursuant to clauses (a) through (f) shall be for fair market value.


 


7.06       Change
in Nature of Business.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, engage in any material line of business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.


 


7.07       Transactions
with Affiliates and Insiders.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, enter into any transaction of any kind with any officer, director
or Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially
as


 




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favorable to such Credit
Party or Subsidiary as would be obtainable by such Credit Party or Subsidiary at the time in a comparable arm’s length transaction
with a Person other than a director, officer or Affiliate; provided, that the foregoing restriction shall not apply to transactions
between or among the Credit Parties and/or between or among the Wholly Owned Subsidiaries.


 


7.08       Organization
Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly:


 


(a)          Amend,
modify or change its Organization Documents in a manner materially adverse to the Lenders.


 


(b)          Make
any material change in (i) accounting policies or reporting practices, except as required by GAAP, FASB, the SEC or any other
regulatory body, or (ii) its fiscal year.


 


(c)          Without
providing ten (10) days prior written notice to the Administrative Agent (or such shorter notice as the Administrative Agent may
approve), change its name, state of formation or form of organization.


 


7.09       Negative
Pledges.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, enter into, assume or otherwise be bound, by any Negative Pledge
other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted
pursuant to Section 7.02; (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) the agreements
set forth on Schedule 7.09; (y) any agreement relating to the sale of any Subsidiary or any assets pending such sale; provided,
that in any such case, the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (z)
any agreement in effect at the time any Person becomes a Subsidiary so long as such agreement was not entered into in contemplation
of such Person becoming a Subsidiary and such restriction only applies to such Person and/or its assets, and (iv) customary provisions
in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts
may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that,
with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iii), such amendment,
renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09
that are, in the aggregate, more onerous in any material respect on the Borrower or any Subsidiary than the restrictions, in the
aggregate, in the original agreement.


 


7.10       Use
of Proceeds.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, use the proceeds of any Extension of Credit, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation


 




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U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such
purpose.


 


7.11       Prepayments
of Indebtedness.


 


If a Default or Event
of Default exists and is continuing or would be caused thereby, no Credit Party shall, nor shall they permit any Subsidiary to,
directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner,
or make any payment in violation of any subordination terms of, any Indebtedness, except the prepayment of Extensions of Credit
in accordance with the terms of this Agreement.


 


7.12       Stock
Repurchases.


 


If a Default or Event
of Default exists and is continuing or would be caused thereby, the Borrower shall not make any payment (whether in cash, securities
or other Property), including any sinking fund or similar deposit, for the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any of its Capital Stock or any option, warrant or other right to acquire any such Capital Stock
other than the repurchase of warrants or stock in an aggregate amount not to exceed $100,000,000 during the term of this Agreement.


 


7.13       Sanctions.


 


Permit any Loan or
the proceeds of any Loan, directly or indirectly, (a) to be used or to be lent, contributed or otherwise made available to fund
any activity or business in any Designated Jurisdiction; (b) to fund any activity or business of any Person located, organized
or residing in any Designated Jurisdiction or who is the subject of any Sanctions; or (c) in any other manner that will result
in any violation by any Person (including any Lender, Arranger, Administrative Agent, L/C Issuer or Swing Line Lender) of any Sanctions
or anti-corruption Laws.


 


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.  Any
Credit Party fails to pay when and as required to be paid herein and in the currency required hereunder, (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 fee due hereunder, or (iii) within ten (10) days after the earlier of (A) a Responsible Officer of the Borrower
or any Credit Party becoming aware that the same has become due or (B) written notice from the Administrative Agent to the Borrower,
any other fee payable herein or any other amount payable herein or under any other Credit Document becomes due; or


 




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(b)          Specific
Covenants.  Any Credit Party fails 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, 6.11, 6.12, 6.14, 6.15 or 6.18 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 Borrower or any Credit Party becoming aware of such Default or (ii)
written notice thereof by the Administrative Agent to the Borrower (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 or on behalf
of any 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 (x) any of the Senior Note Indentures, (y) the LP Credit Agreement or (z) the Bank of Tokyo
Credit Agreement; (ii) any Credit Party or any Subsidiary (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, individually or in the
aggregate, (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 such Credit
Party or Subsidiary 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 such Credit Party or Subsidiary is an Affected Party (as so defined) and, in either event, the Swap
Termination Value owed by


 




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such Credit
Party or Subsidiary as a result thereof is greater than the Threshold Amount; or


 


(f)           Insolvency
Proceedings, Etc.  Any Credit Party or any Material Subsidiary 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
and the appointment continues undischarged or unstayed for ninety (90) calendar days; or any proceeding under any Debtor Relief
Law relating to such Person or to all or any material part of its property is instituted without the consent of such Person 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) Any Credit Party or any Material Subsidiary 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
any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or


 


(h)          Judgments.  There
is entered against a Credit Party or any Subsidiary (i) any one or more final judgments or orders for the payment of money
in an amount, individually or in the aggregate, 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 Plan which has resulted in liability of any Credit Party or any Subsidiary under Title IV
of ERISA to the Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) any Credit Party 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, 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,


 




    	 	110	 



     


    

 


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 Borrower 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 Borrower;


 


(c)          require
that the Borrower 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 Borrower 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 Borrower 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:


 




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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 Letter of Credit Fees and interest on the Loans and L/C Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them;


 


Fourth, to (a)
payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, and (b) Cash Collateralize
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 Credit Party 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 Credit Party 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 Borrower or as otherwise required by Law.


 


Subject to Section 2.03(d),
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.


 


Excluded Swap Obligations with respect
to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate
adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise
set forth above in this Section.


 


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


 




    	 	112	 



     


    

 


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 Revolving 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 IX
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 IX 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 perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by
or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The
exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent.  The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents 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


 




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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 the 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


 




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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 Borrower 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 Borrower 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


 




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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 Borrower.  The undertaking in this Section shall
survive termination of the 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 at all times other than during
the existence of an Event of Default (which consent of the Borrower 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, 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


 




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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 Borrower) 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), 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.


 




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9.11       Guaranty
Matters.


 


The Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion, to release any Person (other than Omega LP and Omega Holdco)
from its obligations under the Guaranty if (a) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder
or (b) such Person is no longer required to be a Guarantor pursuant to Section 6.15(c).  Upon the release of any
Person 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 Person 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 Borrower, 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,


 




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(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 Borrower 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), the definition of “Required Lenders”, the definition of “Required
Revolving Lenders”, the definition of “Required Dollar Tranche 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)        waive
any Default or Event of Default for purposes of Section 4.02 without the written request of the Required Revolving Lenders
or Sterling Term Loan Lenders, as and if applicable;


 


(vii)       release
the Borrower, Omega LP, Omega Holdco 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);


 


(viii)      amend
Section 1.09 or the definition of “Alternative Currency” without the written consent of each Revolving Lender affected
thereby;


 


(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;


 




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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, without the prior written consent of such Lender, (A) no Commitment of such Lender may
be increased or extended, (B) the terms and conditions of this proviso may not be amended or otherwise modified and (C) no other
amendment or other modification to this Agreement or any Note that would disproportionately affect a “Defaulting Lender”
may be effective, (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 of the
United States 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) a Commitment Increase Amendment to
give effect to any addition of Incremental Facilities shall be effective if executed by the Credit Parties, each Lender providing
such Incremental Facility Commitment and the Administrative Agent.


 


Notwithstanding any provision herein to
the contrary, this Agreement may be amended with the written consent of the Administrative Agent and the Borrower (i) to add
one or more Incremental Facilities to this Agreement subject to the limitations in Sections 2.01(e) and (f) and to
permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding
to share ratably (or on a basis subordinated to the existing Loans and Commitments hereunder) in the benefits of this Agreement
and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing Loans
and Commitments hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative
Agent, the Lenders providing such Incremental Facilities to participate in any required vote or action required to be approved
by the Required Lenders or by any other number, percentage or class of Lenders hereunder.


 


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 Credit Party, 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


 




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number as shall
be designated by such party in a notice to any Credit Party, 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, FpML messaging 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 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 Borrower’s or the Administrative Agent’s transmission
of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or 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


 




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documents and
signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on
all Credit 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 notices permitted under Section 2.02(a)) purportedly given by or on behalf of the
Borrower 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 Borrower 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 Borrower.  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 Borrower, 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 Borrower, 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.


 


Notwithstanding anything
to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under
the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its


 




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benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) the L/C Issuer or the Swing Line Lender from
exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the
case may be) hereunder and under the other Credit Documents, (c) any Lender from exercising setoff rights in accordance with Section
10.09 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents,
then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02
and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders.


 


10.04     Attorney
Costs, Expenses and Taxes.


 


The Credit Parties
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 and (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.  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 Borrower.  The
agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.


 


10.05     Indemnification.


 


The Credit Parties
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


 




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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 such Indemnitee.  No
Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through
SyndTrak or other similar information transmission systems in connection with this Credit Agreement, and no Indemnitee shall have
any liability for any indirect, ,special, incidental, consequential or punitive damages (as opposed to direct or actual 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 Borrower.  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 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 Borrower 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 Overnight Rate from time to time in effect.


 




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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 neither the Borrower nor any other Credit Party 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, with notice to the Borrower and, unless (1) an Event of Default has occurred and is continuing at the time
of such assignment or (2) the assignment is to a Lender, an Affiliate of such Lender or an Approved Fund, the consent of the Borrower
(such consent not to be unreasonably withheld or delayed), 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 $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Borrower 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 for any assignment in respect of Dollar Tranche Loans and Dollar Tranche Commitments (whether
or not the proposed assignee would otherwise qualify as an Eligible Assignee);


 




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(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 of $3,500; provided, however, that the Administrative Agent may, in its sole discretion,
elect to waive such processing and recordation fee in the case of any assignment and (v) no such assignment shall be made to (A)
the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or
any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or
(C) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of,
a natural person).  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no
such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Revolving Commitment
Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the
assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.  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 Borrower (at its 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 Borrower, shall maintain at the Administrative Agent’s
Office a copy of each


 




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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 absent manifest error, and the
Borrower, 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.  In addition,
the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of
any Lender as a Defaulting Lender.  The Register shall be available for inspection by the Borrower 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 Borrower, the Administrative Agent, the L/C Issuer or the Swing
Line Lender, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person) or the Borrower or any of the Borrower’s 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 Borrower, 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 Borrower agrees 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


 




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unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower,
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 Dollar Tranche Commitment and Dollar
Tranche Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower
and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line
Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower 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 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(b).


 


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


 




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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 or self regulatory
body; (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; (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 Borrower; (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.  “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 Borrower 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.


 




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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 Borrower or any
other Credit Party, any such notice being waived by the Borrower (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; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender,
the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C
Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided,
that the failure to give such notice shall not affect the validity of such setoff 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 Borrower.  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.


 




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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 Borrower 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
Borrower pursuant to this Credit Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that
such Foreign Lender is entitled to an exemption from, or


 




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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 Borrower 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 Borrower 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
Borrower 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
Borrower 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 Borrower
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


 




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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.


 


(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
a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent
such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code)
and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the
Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


10.16     Replacement
of Lenders.


 


To the extent that
Section 3.06(b) provides that the Borrower shall have the right to replace a Lender as a party to this Credit Agreement,
or if any Lender is a Defaulting Lender, the Borrower 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 Borrower) pursuant to
Section 10.07(b) to one or more Eligible Assignees procured by the Borrower; provided, however, that
if the Borrower elects 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
Borrower 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.


 




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10.17     No
Advisory or Fiduciary Responsibility.


 


In connection with
all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees, and acknowledges its 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 Borrower and its respective Affiliates, on the one hand, and the Administrative Agent, the Arranger
and the Lenders, on the other hand, and each Credit Party 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 Borrower or any of its 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
Borrower 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 Borrower or any of its respective Affiliates on other matters) and
neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its 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 Borrower and its 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 Credit Party has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate.  Each Credit Party hereby agrees that it will not claim that any of the Administrative
Agent, the Arranger or their respective affiliates has rendered advisory services of any nature or respect or owes a fiduciary
duty or similar duty to it in connection with any aspect of any transaction contemplated hereby.


 


10.18     Source
of Funds.


 


Each of the Lenders
hereby represents and warrants to the Borrower 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


 




    	 	134	 



     


    

 


Borrower 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 Borrower.


 


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 COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE Agent AND
EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE
BORROWER, THE CREDIT PARTIES, 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.  EACH OF THE BORROWER, THE CREDIT PARTIES, 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


 




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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 Borrower 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 Borrower (and to the extent applicable, the other Credit
Parties), which information includes the name and address of the Borrower (and to the extent applicable, the other Credit Parties)
and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower (and to
the extent applicable, the other Credit Parties) in accordance with the Act.  The Borrower shall, promptly following
a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent
or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the Act.


 


10.23     Electronic
Execution of Assignments and Certain Other Documents.


 


The words “execute,”
“execution,” “signed,” “signature” and words of like import in or related to any document to
be signed in connection with this Agreement and the transaction contemplated hereby (including without limitation Assignment and
Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided
that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligations to agree to accept
electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures
approved by it.


 




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10.24     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.


 


10.25     Judgment
Currency.


 


If, for the purposes
of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency
into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is
given.  The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender
hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or
such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender,
as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.  If
the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender
from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Administrative Agent or such Lender, as the case may be, against such loss.  If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative
Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who
may be entitled thereto under applicable law).


 


10.26     Acknowledgment
and Consent to Bail-In of EEA Financial Institutions.


 


Notwithstanding anything
to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to
the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 




    	 	137	 



     


    

 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Credit Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


Article
XI

GUARANTY


 


11.01     The
Guaranty.


 


(a)          Each
of the Guarantors, unless released pursuant to Section 6.15(c) and Section 9.11, hereby jointly and severally guarantees to the
Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety,
the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the
terms thereof.  The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise),
the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case
of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when
due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)
in accordance with the terms of such extension or renewal.


 


(b)          Notwithstanding
any provision to the contrary contained herein, in any of the other Credit Documents or Swap Contracts, if any Guarantor is deemed
to have been rendered insolvent as a result of its guarantee obligations under this Section 11.01 and not to have received
reasonable equivalent value in exchange therefor, then, in such an event, the liability of such Guarantor under this Section
11.01 shall be limited to the maximum amount of the Obligations of the Borrower that such Guarantor may guaranty without rendering
the obligations of such Guarantor under this Section 11.01 void or voidable under any fraudulent conveyance or fraudulent
transfer law.


 


11.02     Obligations
Unconditional.


 


The obligations of
the Guarantors under Section 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents, other documents relating to the Obligations, or Swap Contracts,
or any other agreement or instrument referred to therein, or any substitution, compromise, release, impairment or exchange of any
other guarantee of or security for any of the Guaranteed


 




    	 	138	 



     


    

 


Obligations, and, to
the fullest extent permitted by applicable Laws, irrespective of any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.02 that
the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each
Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower
or any other Guarantor for amounts paid under this Article XI until such time as the Obligations have been irrevocably
paid in full and the Commitments relating thereto have expired or been terminated.  Without limiting the generality of
the foregoing, it is agreed that, to the fullest extent permitted by applicable Laws, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as
described above:


 


(a)          at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed
Obligations shall be extended, or such performance or compliance shall be waived;


 


(b)          any
of the acts mentioned in any of the provisions of any of the Credit Documents, other documents relating to the Guaranteed Obligations,
or any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender or any other agreement or instrument
referred to in the Credit Documents, other documents relating to the Guaranteed Obligations, or such Swap Contracts shall be done
or omitted;


 


(c)          the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or
amended in any respect, or any right under any of the Credit Documents, other documents relating to the Guaranteed Obligations,
or any Swap Contract between any Credit party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument
referred to in the Credit Documents, other documents relating to the Guaranteed Obligations, or any Swap Contract shall be waived
or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released, impaired or exchanged in
whole or in part or otherwise dealt with;


 


(d)          any
Lien granted to, or in favor of, the Administrative Agent or any of the holders of the Guaranteed Obligations as security for any
of the Guaranteed Obligations shall fail to attach or be perfected; or


 


(e)          any
of the Guaranteed Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor)
or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).


 


With respect to its
obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest notice of acceptance
of the guaranty given hereby and of extensions of credit that may constitute Guaranteed Obligations, notices of amendments, waivers
and supplements to the Credit Documents and other documents relating to the Guaranteed Obligations, or the compromise, release
or exchange of collateral or security, and all notices whatsoever, and any requirement that the Administrative Agent or any holder
of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under


 




    	 	139	 



     


    

 


any of the Credit Documents
or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to therein, or against
any other Person under any other guarantee of, or security for, any of the Obligations.


 


11.03     Reinstatement.


 


Neither the Guarantors’
obligations hereunder nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s
bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Guaranteed Obligations.  The
obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Obligations, whether as a result of any proceedings pursuant to any Debtor Relief Law or otherwise,
and each Guarantor agrees that it will indemnify the Administrative Agent and each holder of Guaranteed Obligations on demand for
all reasonable costs and expenses (including all reasonable fees, expenses and disbursements of any law firm or other counsel)
incurred by the Administrative Agent or such holder of Guaranteed Obligations in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any Debtor Relief Law; provided, that such indemnification shall not be available
to the extent that such costs and expenses are determined to have resulted from the gross negligence or willful misconduct of the
Administrative Agent or such holder of the Guaranteed Obligations.


 


11.04     Certain
Waivers.


 


Each Guarantor acknowledges
and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting
remedies in respect of any other security or collateral interests, and without the necessity at any time of having to take recourse
against the Borrower hereunder or against any collateral securing the Guaranteed Obligations or otherwise, (b) it will not
assert any right to require the action first be taken against the Borrower or any other Person (including any other Guarantor)
or pursuit of any other remedy or enforcement any other right and (c) nothing contained herein shall prevent or limit action
being taken against the Borrower hereunder, under the other Credit Documents or the other documents and agreements relating to
the Guaranteed Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising
any other rights or remedies available in respect thereof, if neither the Borrower nor the Guarantors shall timely perform their
obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge
of the Guarantors’ obligations hereunder unless as a result thereof, the Guaranteed Obligations shall have been paid in full
and the Commitments relating thereto shall have expired or been terminated, it being the purpose and intent that the Guarantors’
obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances.


 




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11.05     Rights
of Contribution.


 


The Guarantors hereby
agree as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from
each other Guarantor in accordance with applicable Laws.  Such contribution rights shall be subordinate and subject in
right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations have been paid in full and the Commitments
relating thereto shall have expired or been terminated, and none of the Guarantors shall exercise any such contribution rights
until the Guaranteed Obligations have been paid in full and the Commitments relating thereto shall have expired or been terminated.


 


11.06     Guaranty
of Payment; Continuing Guaranty.


 


The guarantee in this
Article XI is a guaranty of payment and not of collection, and is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising until such time as the Guaranteed Obligations have been paid in full and the Commitments relating
thereto shall have expired or been terminated.


 


11.07     Keepwell.


 


Each Credit Party that
is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or, if applicable, at
the time the grant of a security interest under the Credit Documents by any such Specified Loan Party, in either case, becomes
effective with respect to any obligation under any Swap Contract, hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Obligation as may
be needed by such Specified Loan Party from time to time to honor all of its obligations under the Credit Documents in respect
of such Obligation on (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering
such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief
Laws, and not for any greater amount).  The obligations and undertakings of each applicable Credit Party under this Section
shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full.  Each
Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or
other agreement” for the benefit of each Credit Party that would otherwise not constitute an Eligible Contract Participant
for any Swap Obligation for all purposes of the Commodity Exchange Act.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK -


SIGNATURE PAGES AND SCHEDULES AND EXHIBITS
TO FOLLOW]


 




    	 	141	 



     


    

 


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


 


	BORROWER:	OMEGA HEALTHCARE INVESTORS, INC.
	 	 	 
	 	By	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 
	GUARANTORS:	OHI HEALTHCARE PROPERTIES HOLDCO, INC.
	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 
	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 	 
	 	By:	OHI Healthcare Properties Holdco, Inc.,
	 	 	the Principal General Partner of such limited partnership
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 




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	ADMINISTRATIVE AGENT:	bank of america, n.a.,
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Henry Pennell
	 	Name:	Henry Pennell
	 	Title:	Vice President


 




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	LENDERS:	bank of america, n.a., as L/C Issuer, Swing Line Lender and as a Lender
	 	 	 
	 	By:	/s/ Yinghua Zhang
	 	Name:	Yinghua Zhang
	 	Title:	Director


 




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	 	CREDIT AGRICOLE - CORPORATE AND INVESTMENT BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Jean-Michel Fatovic
	 	Name:	Jean-Michel Fatovic
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ Gordon YIP
	 	Name:	Gordon YIP
	 	Title:	Director


 




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	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Chiara Carter
	 	Name:	Chiara Carter
	 	Title:	Executive Director


 




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	 	CITIZENS BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ David R. Jablonowski
	 	Name:	David R. Jablonowski
	 	Title:	Senior Vice President


 




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	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Scott O’Connell
	 	Name:	Scott O’Connell
	 	Title:	Director


 




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	 	CAPITAL ONE, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Jason LaGrippe
	 	Name:	Jason LaGrippe
	 	Title:	Duly Authorized Signatory


 




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	 	MORGAN STANLEY BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Michael King
	 	Name:	Michael King
	 	Title:	Authorized Signatory


 




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	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 	 
	 	By:	/s/ Rina Kansagra
	 	Name:	Rina Kansagra
	 	Title:	Authorized Signatory


 




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	 	SUNTRUST BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Philip VanFossan
	 	Name:	Philip VanFossan
	 	Title:	Vice President


 




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	 	BRANCH BANKING AND TRUST COMPANY,
	 	as a Lender
	 	 	 
	 	By:	/s/ Steve Whitcomb
	 	Name:	Steve Whitcomb
	 	Title:	Senior Vice President


 




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	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Hideo Notsu
	 	Name:	Hideo Notsu
	 	Title:	Managing Director


 




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	 	STIFEL BANK & TRUST,
	 	as a Lender
	 	 	 
	 	By:	/s/ Daniel P. McDonald
	 	Name:	Daniel P. McDonald
	 	Title:	Assistant Vice President


 




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	 	SYNOVUS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ John K. Croom
	 	Name:	John K. Croom
	 	Title:	Portfolio Manager


 




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	 	BANK OF TAIWAN, A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Ti Kang Wang
	 	Name:	Ti Kang Wang
	 	Title:	VP & General Manager


 




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	 	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Ming-Che Yang
	 	Name:	Ming-Che Yang
	 	Title:	AVP & AGM


 




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	 	LAND BANK OF TAIWAN LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Henry Leu
	 	Name:	Henry Leu
	 	Title:	SVP & General Manager


 




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	 	TAIWAN BUSINESS BANK, LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Sam Chiu
	 	Name:	Sam Chiu
	 	Title:	General Manager


 




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	 	TAIWAN COOPERATIVE BANK,  SEATTLE BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ GUEY-FANG CHENG
	 	Name:	GUEY-FANG CHENG
	 	Title:	VP & DEPUTY GENERAL MANAGER


 




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	 	FIRST COMMERCIAL BANK, LTD., A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Yuan Gan Ju
	 	Name:	Yuan Gan Ju
	 	Title:	SVP & General Manager


 




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	 	E. SUN COMMERCIAL BANK, LIMITED, LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Joseph Chiuwci
	 	Name:	Joseph Chiuwci
	 	Title:	VP & Credit Manager


 




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	 	HUA NAN COMMERCIAL BANK LTD., LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Gary Hsu
	 	Name:	Gary Hsu
	 	Title:	V.P. & General Manager


 




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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Andrea S. Chen
	 	Name:	Andrea S. Chen
	 	Title:	Managing Director


 




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	 	COMPASS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brian Tuerff
	 	Name:	Brian Tuerff
	 	Title:	SVP


 




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	 	REGIONS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Steven W. Mitchell
	 	Name:	Steven W. Mitchell
	 	Title:	Senior Vice President


 




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	 	THE HUNTINGTON NATIONAL BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Michael Shiferaw
	 	Name:	Michael Shiferaw
	 	Title:	Senior Vice President


 




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	 	THE BANK OF NOVA SCOTIA,
	 	as a Lender
	 	 	 
	 	By:	/s/ Michelle C. Phillips
	 	Name:	Michelle C. Phillips
	 	Title:	Execution Head & Director


 




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	 	BANK OF THE WEST,
	 	A CALIFORNIA BANKING CORPORATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Sarah J. Burns
	 	Name:	Sarah J. Burns
	 	Title:	Vice President


 




    
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	 	FIFTH THIRD BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Tamara Dowd
	 	Name:	Tamara Dowd
	 	Title:	Director


 




    
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Schedule 2.01


 


Lenders
and Commitments


 


	Lender	 	Dollar Tranche

    Commitment	 	 	Dollar Tranche

    Commitment
 Percentage	 	 	Alternative

    Currency Tranche
 Commitment	 	 	Alternative

    Currency Tranche
 Commitment
 Percentage	 	 	U.S. Term
    Loan

    Commitment	 	 	U.S. Term
    Loan

    Commitment
 Percentage	 	 	Sterling
    Term

    Loan
 Commitment	 	 	Sterling
    Term

    Loan
 Commitment
 Percentage	 
	Bank of America, N.A.	 	$	58,961,642.31	 	 	 	6.551293590	%	 	$	27,191,202.42	 	 	 	7.768914977	%	 	$	23,185,891.39	 	 	 	5.455503856	%	 	£	8,079,622.03	 	 	 	8.079622030	%
	Citizens Bank, National Association	 	$	58,961,642.33	 	 	 	6.551293592	%	 	$	27,191,202.39	 	 	 	7.768914969	%	 	$	23,185,891.38	 	 	 	5.455503854	%	 	£	8,079,622.01	 	 	 	8.079622010	%
	Credit Agricole Corporate and Investment Bank	 	$	58,961,642.33	 	 	 	6.551293592	%	 	$	27,191,202.39	 	 	 	7.768914969	%	 	$	23,185,891.38	 	 	 	5.455503854	%	 	£	8,079,622.01	 	 	 	8.079622010	%
	JPMorgan Chase Bank, N.A.	 	$	58,961,642.33	 	 	 	6.551293592	%	 	$	27,191,202.39	 	 	 	7.768914969	%	 	$	23,185,891.38	 	 	 	5.455503854	%	 	£	8,079,622.01	 	 	 	8.079622010	%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	 	$	44,900,987.80	 	 	 	4.988998644	%	 	$	20,706,883.30	 	 	 	5.916252371	%	 	$	17,345,198.47	 	 	 	4.081223169	%	 	£	6,152,864.72	 	 	 	6.152864720	%
	Compass Bank	 	$	44,900,987.80	 	 	 	4.988998644	%	 	$	20,706,883.30	 	 	 	5.916252371	%	 	$	26,377,456.53	 	 	 	6.206460360	%	 	£	6,152,864.72	 	 	 	6.152864720	%
	Royal Bank of Canada	 	$	44,900,987.80	 	 	 	4.988998644	%	 	$	20,706,883.30	 	 	 	5.916252371	%	 	$	17,345,198.47	 	 	 	4.081223169	%	 	£	6,152,864.72	 	 	 	6.152864720	%
	The Bank of Nova Scotia	 	$	44,900,987.80	 	 	 	4.988998644	%	 	$	20,706,883.30	 	 	 	5.916252371	%	 	$	26,377,456.53	 	 	 	6.206460360	%	 	£	6,152,864.72	 	 	 	6.152864720	%
	SunTrust Bank	 	$	44,900,987.80	 	 	 	4.988998644	%	 	$	20,706,883.30	 	 	 	5.916252371	%	 	$	17,345,198.47	 	 	 	4.081223169	%	 	£	6,152,864.72	 	 	 	6.152864720	%
	Wells Fargo Bank, N.A.	 	$	44,900,987.80	 	 	 	4.988998644	%	 	$	20,706,883.30	 	 	 	5.916252371	%	 	$	17,345,198.47	 	 	 	4.081223169	%	 	£	6,152,864.72	 	 	 	6.152864720	%
	Capital One, National Association	 	$	38,165,839.63	 	 	 	4.240648848	%	 	$	17,600,850.80	 	 	 	5.028814514	%	 	$	13,388,580.00	 	 	 	3.150254118	%	 	£	5,229,935.02	 	 	 	5.229935020	%
	Morgan Stanley Bank, N.A.	 	$	38,165,839.63	 	 	 	4.240648848	%	 	$	17,600,850.80	 	 	 	5.028814514	%	 	$	13,388,580.00	 	 	 	3.150254118	%	 	£	5,229,935.02	 	 	 	5.229935020	%
	Branch Banking and Trust Company	 	$	33,675,740.85	 	 	 	3.741748983	%	 	$	15,530,162.47	 	 	 	4.437189277	%	 	$	19,783,092.40	 	 	 	4.654845271	%	 	£	4,614,648.54	 	 	 	4.614648540	%
	Regions Bank	 	$	33,675,740.85	 	 	 	3.741748983	%	 	$	15,530,162.47	 	 	 	4.437189277	%	 	$	19,783,092.40	 	 	 	4.654845271	%	 	£	4,614,648.54	 	 	 	4.614648540	%
	Bank of the West, a California banking corporation	 	$	29,185,642.07	 	 	 	3.242849119	%	 	$	13,459,474.14	 	 	 	3.845564040	%	 	$	17,145,346.75	 	 	 	4.034199235	%	 	£	3,999,362.07	 	 	 	3.999362070	%
	Fifth Third Bank	 	$	29,185,642.07	 	 	 	3.242849119	%	 	$	13,459,474.14	 	 	 	3.845564040	%	 	$	17,145,346.75	 	 	 	4.034199235	%	 	£	3,999,362.07	 	 	 	3.999362070	%
	Sumitomo Mitsui Banking Corporation	 	$	29,185,642.07	 	 	 	3.242849119	%	 	$	13,459,474.14	 	 	 	3.845564040	%	 	$	22,354,883.79	 	 	 	5.259972656	%	 	 	-	 	 	 	0.000000000	%
	The Huntington National Bank	 	$	22,450,493.90	 	 	 	2.494499322	%	 	$	10,353,441.65	 	 	 	2.958126186	%	 	$	13,188,728.27	 	 	 	3.103230181	%	 	£	3,076,432.36	 	 	 	3.076432360	%
	Stifel Bank & Trust	 	$	22,962,754.88	 	 	 	2.551417209	%	 	 	-	 	 	 	0.000000000	%	 	$	12,037,245.12	 	 	 	2.832292969	%	 	 	-	 	 	 	0.000000000	%
	Synovus Bank	 	$	19,682,361.33	 	 	 	2.186929037	%	 	 	-	 	 	 	0.000000000	%	 	$	10,317,638.67	 	 	 	2.427679687	%	 	 	-	 	 	 	0.000000000	%
	Bank of Taiwan, a Republic of China Bank acting
    through its Los Angeles Branch	 	$	16,401,967.77	 	 	 	1.822440863	%	 	 	-	 	 	 	0.000000000	%	 	$	8,598,032.23	 	 	 	2.023066407	%	 	 	-	 	 	 	0.000000000	%



 




     


     


    

 


	Lender	 	Dollar Tranche

    Commitment	 	 	Dollar Tranche

    Commitment
 Percentage	 	 	Alternative

    Currency Tranche
 Commitment	 	 	Alternative

    Currency Tranche
 Commitment
 Percentage	 	 	U.S. Term
    Loan

    Commitment	 	 	U.S. Term
    Loan

    Commitment
 Percentage	 	 	Sterling
    Term

    Loan
 Commitment	 	 	Sterling
    Term

    Loan
 Commitment
 Percentage	 
	First Commercial Bank, Ltd., a
    Republic of China Bank Acting Through its Los Angeles Branch	 	$	16,401,967.77	 	 	 	1.822440863	%	 	 	-	 	 	 	0.000000000	%	 	$	8,598,032.23	 	 	 	2.023066407	%	 	 	-	 	 	 	0.000000000	%
	Land Bank of Taiwan Los Angeles Branch	 	$	13,121,574.22	 	 	 	1.457952691	%	 	 	-	 	 	 	0.000000000	%	 	$	6,878,425.78	 	 	 	1.618453125	%	 	 	-	 	 	 	0.000000000	%
	Taiwan Business Bank, Los Angeles Branch	 	$	13,121,574.22	 	 	 	1.457952691	%	 	 	-	 	 	 	0.000000000	%	 	$	6,878,425.78	 	 	 	1.618453125	%	 	 	-	 	 	 	0.000000000	%
	E. Sun Commercial Bank Limited, Los Angeles
    Branch	 	$	9,841,180.66	 	 	 	1.093464518	%	 	 	-	 	 	 	0.000000000	%	 	$	5,158,819.34	 	 	 	1.213839845	%	 	 	-	 	 	 	0.000000000	%
	Hua Nan Commercial Bank Ltd., Los Angeles Branch	 	$	9,841,180.66	 	 	 	1.093464518	%	 	 	-	 	 	 	0.000000000	%	 	$	5,158,819.34	 	 	 	1.213839845	%	 	 	-	 	 	 	0.000000000	%
	Mega International Commercial Bank Co., Ltd.
    New York Branch	 	$	9,841,180.66	 	 	 	1.093464518	%	 	 	-	 	 	 	0.000000000	%	 	$	5,158,819.34	 	 	 	1.213839845	%	 	 	-	 	 	 	0.000000000	%
	Taiwan Cooperative Bank, Seattle Branch	 	$	9,841,180.66	 	 	 	1.093464518	%	 	 	-	 	 	 	0.000000000	%	 	$	5,158,819.34	 	 	 	1.213839845	%	 	 	-	 	 	 	0.000000000	%
	Total:	 	$	900,000,000.00	 	 	 	100.000000000	%	 	$	350,000,000.00	 	 	 	100.000000000	%	 	$	425,000,000.00	 	 	 	100.000000000	%	 	£	100,000,000.00	 	 	 	100.000000000	%



 






     


     


    

  


Schedule 5.11


 


CORPORATE STRUCTURE; CAPITAL STOCK


 







     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


 


 






     


     


    

 


OMEGA HEALTHCARE INVESTORS, INC.


SUBSIDIARY
LIST – POST-MERGER WITH AVIV REIT, INC.


As
of May 15, 2017


 





	NOTES:	(1)	this chart is cross-referenced with the visio organizational
    chart.
	 	(2)	thIS chart is sorted in alphabetical order and assigned the chart reference
    nO. listed in column 6.



 





	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	1.	 	1040 Wedding Ford Road, LLC	 	61-1573457	 	Arkansas	 	—	 	270
	2.	 	1101 Waterwell Road, LLC	 	61-1573458	 	Arkansas	 	—	 	269
	3.	 	1149 & 1151 West New Hope Road, LLC	 	61-1573459	 	Arkansas	 	—	 	272
	4.	 	115 Orendorff Avenue, LLC	 	61-1573450	 	Arkansas	 	—	 	274
	5.	 	11900 East Artesia Boulevard, LLC	 	90-0266391	 	California	 	—	 	323
	6.	 	1194 North Chester Street, LLC 	 	61-1573460	 	Arkansas	 	—	 	271
	7.	 	1200 Ely Street Holdings Co. LLC	 	26-3524594	 	Michigan	 	—	 	278
	8.	 	13922 Cerise Avenue, LLC	 	71-0976970	 	California	 	—	 	314
	9.	 	1401 Park Avenue, LLC	 	61-1573464	 	Arkansas	 	—	 	273
	10.	 	1628 B Street, LLC	 	30-0482286	 	California	 	—	 	320
	11.	 	202 Tims Avenue, LLC 	 	61-1573452	 	Arkansas	 	—	 	275
	12.	 	228 Pointer Trail West, LLC	 	61-1573453	 	Arkansas	 	—	 	267
	13.	 	2400 Parkside Drive, LLC	 	30-0482288	 	California	 	—	 	321
	14.	 	2425 Teller Avenue, LLC	 	20-5672217	 	Colorado	 	—	 	279
	15.	 	245 East Wilshire Avenue, LLC 	 	90-0266386	 	California	 	—	 	313
	16.	 	2701 Twin Rivers Drive, LLC	 	61-1573466	 	Arkansas	 	—	 	266
	17.	 	305 West End Avenue Property, L.L.C.	 	None	 	Delaware	 	—	 	425
	18.	 	3232 Artesia Real Estate, LLC	 	65-1232714	 	California	 	—	 	322
	19.	 	3600 Richards Road, LLC	 	61-1573467	 	Arkansas	 	—	 	268
	20.	 	3806 Clayton Road, LLC	 	90-0266403	 	California	 	—	 	312
	21.	 	42235 County Road Holdings Co. LLC	 	83-0500167	 	Michigan	 	—	 	281
	22.	 	446 Sycamore Road, L.L.C.	 	32-0380782	 	Delaware	 	CA	 	426
	23.	 	48 High Point Road, LLC	 	27-2498824	 	Maryland	 	Florida	 	282
	24.	 	523 Hayes Lane, LLC	 	45-1777721	 	California	 	—	 	316
	25.	 	637 East Romie Lane, LLC	 	90-0266404	 	California	 	—	 	315
	26.	 	700 Mark Drive, LLC	 	61-1573454	 	Arkansas	 	—	 	277


 




     


     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	27.	 	900 Magnolia Road SW, LLC	 	61-1573456	 	Arkansas	 	—	 	276
	28.	 	Alamogordo Aviv, L.L.C.	 	27-0123540	 	New Mexico	 	—	 	427
	29.	 	Albany Street Property, L.L.C.	 	61-1754256	 	Delaware	 	OH	 	428
	30.	 	Arizona Lessor - Infinia, LLC	 	32-0008074	 	Maryland	 	AZ	 	1
	31.	 	Arkansas Aviv, L.L.C.	 	30-0509615	 	Delaware	 	AR	 	429
	32.	 	Arma Yates, L.L.C.	 	27-3971035	 	Delaware	 	KS	 	430
	33.	 	Avery Street Property, L.L.C.	 	36-4775490	 	Delaware	 	FL	 	431
	34.	 	Aviv Asset Management, L.L.C.	 	30-0305067	 	Delaware	 	IL	 	432
	35.	 	Aviv Financing I, L.L.C.	 	11-3747125	 	Delaware	 	IL, MA	 	433
	36.	 	Aviv Financing II, L.L.C.	 	36-4597042	 	Delaware	 	—	 	434
	37.	 	Aviv Financing III, L.L.C.	 	36-4641210	 	Delaware	 	—	 	435
	38.	 	Aviv Financing IV, L.L.C.	 	27-0836481	 	Delaware	 	—	 	436
	39.	 	Aviv Financing V, L.L.C.	 	27-0836548	 	Delaware	 	—	 	437
	40.	 	Aviv Financing VI, L.L.C.	 	61-1749036	 	Delaware	 	—	 	438
	41.	 	Aviv Foothills, L.L.C.	 	36-4572035	 	Delaware	 	AZ	 	439
	42.	 	Aviv Healthcare Properties Operating Partnership I, L.P.	 	11-3747120	 	Delaware	 	IL, MA	 	441
	43.	 	Aviv Liberty, L.L.C.	 	36-4572034	 	Delaware	 	TX	 	442
	44.	 	Aviv OP Limited Partner, L.L.C.	 	27-3474432	 	Delaware	 	—	 	443
	45.	 	Avon Ohio, L.L.C.	 	36-4601433	 	Delaware	 	OH	 	444
	46.	 	Bala Cynwyd Real Estate, LP 	 	27-1726563	 	Pennsylvania	 	—	 	413
	47.	 	Bayside Colorado Healthcare Associates, LLC	 	38-3517837	 	Colorado	 	—	 	6
	48.	 	Bayside Street II, LLC	 	38-3519969	 	Delaware	 	—	 	9
	49.	 	Bayside Street, LLC	 	38-3160026	 	Maryland	 	—	 	10
	50.	 	Belleville Illinois, L.L.C.	 	32-0188341	 	Delaware	 	IL	 	445
	51.	 	Bellingham II Associates, L.L.C.	 	11-3747130	 	Delaware	 	WA	 	446
	52.	 	Bethel ALF Property, L.L.C.	 	36-4759871	 	Delaware	 	CT	 	447
	53.	 	BHG Aviv, L.L.C.	 	36-4601432	 	Delaware	 	MA, PA	 	448
	54.	 	Biglerville Road, L.L.C.	 	35-2410897	 	Delaware	 	PA	 	449
	55.	 	Bonham Texas, L.L.C.	 	30-0358809	 	Delaware	 	TX	 	450
	56.	 	Bradenton ALF Property, L.L.C.	 	45-4444919	 	Delaware	 	FL	 	451
	57.	 	Brewster ALF Property, L.L.C.	 	46-5485524	 	Delaware	 	MA	 	452
	58.	 	Burton NH Property, L.L.C.	 	11-3714506	 	Delaware	 	WA	 	453


 




    	 	2	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	59.	 	California Aviv Two, L.L.C.	 	26-4117080	 	Delaware	 	CA, NV	 	454
	60.	 	California Aviv, L.L.C.	 	38-3786697	 	Delaware	 	CA, WA, OR	 	455
	61.	 	Camas Associates, L.L.C.	 	36-4340182	 	Delaware	 	WA	 	456
	62.	 	Canton Health Care Land, LLC	 	20-1914579	 	Ohio	 	—	 	11
	63.	 	Carnegie Gardens LLC	 	20-2442381	 	Delaware	 	FL	 	12
	64.	 	Casa/Sierra California Associates, L.L.C.	 	36-4572017	 	Delaware	 	CA	 	457
	65.	 	CFG 2115 Woodstock Place LLC	 	26-1123970	 	Delaware	 	WI	 	280
	66.	 	Champaign Williamson Franklin, L.L.C.	 	36-4769741	 	Delaware	 	IL	 	458
	67.	 	Chardon Ohio Property Holdings, L.L.C.	 	37-1762860	 	Delaware	 	OH	 	459
	68.	 	Chardon Ohio Property, L.L.C.	 	61-1722650	 	Delaware	 	—	 	460
	69.	 	Chatham Aviv, L.L.C.	 	27-0354315	 	Delaware	 	PA	 	461
	70.	 	Chenal Arkansas, L.L.C.	 	04-3835270	 	Delaware	 	AR	 	462
	71.	 	Chippewa Valley, L.L.C.	 	36-4065826	 	Illinois	 	MI, WI	 	463
	72.	 	CHR Bartow LLC	 	26-3708257	 	Delaware	 	FL	 	218
	73.	 	CHR Boca Raton LLC	 	26-3709390	 	Delaware	 	FL	 	219
	74.	 	CHR Bradenton LLC	 	26-3710605	 	Delaware	 	FL	 	220
	75.	 	CHR Cape Coral LLC	 	26-3710052	 	Delaware	 	FL	 	221
	76.	 	CHR Clearwater Highland LLC	 	26-3709760	 	Delaware	 	FL	 	222
	77.	 	CHR Clearwater LLC	 	26-3708420	 	Delaware	 	FL	 	223
	78.	 	CHR Deland East LLC	 	26-3709095	 	Delaware	 	FL	 	224
	79.	 	CHR Deland West LLC	 	26-3709165	 	Delaware	 	FL	 	225
	80.	 	CHR Fort Myers LLC	 	26-3710399	 	Delaware	 	FL	 	226
	81.	 	CHR Fort Walton Beach LLC	 	26-3708663	 	Delaware	 	FL	 	227
	82.	 	CHR Gulfport LLC	 	26-3710452	 	Delaware	 	FL	 	228
	83.	 	CHR Hudson LLC	 	26-3709991	 	Delaware	 	FL	 	229
	84.	 	CHR Lake Wales LLC	 	26-3708893	 	Delaware	 	FL	 	230
	85.	 	CHR Lakeland LLC	 	26-3708735	 	Delaware	 	FL	 	231
	86.	 	CHR Panama City LLC	 	26-3708524	 	Delaware	 	FL	 	232
	87.	 	CHR Pompano Beach Broward LLC	 	26-3710220	 	Delaware	 	FL	 	233
	88.	 	CHR Pompano Beach LLC	 	26-3709856	 	Delaware	 	FL	 	234
	89.	 	CHR Sanford LLC	 	26-3709701	 	Delaware	 	FL	 	235
	90.	 	CHR Sarasota LLC	 	26-3710347	 	Delaware	 	FL	 	236


 




    	 	3	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	91.	 	CHR Spring Hill LLC	 	26-3709633	 	Delaware	 	FL	 	237
	92.	 	CHR St. Pete Abbey LLC	 	26-3709327	 	Delaware	 	FL	 	238
	93.	 	CHR St. Pete Bay LLC	 	26-3709236	 	Delaware	 	FL	 	239
	94.	 	CHR St. Pete Egret LLC	 	26-3708588	 	Delaware	 	FL	 	240
	95.	 	CHR Tampa Carrollwood LLC	 	26-3709502	 	Delaware	 	FL	 	241
	96.	 	CHR Tampa LLC	 	26-3710161	 	Delaware	 	FL	 	242
	97.	 	CHR Tarpon Springs LLC	 	26-3708823	 	Delaware	 	FL	 	243
	98.	 	CHR Titusville LLC	 	26-3709919	 	Delaware	 	FL	 	244
	99.	 	CHR West Palm Beach LLC	 	26-3710287	 	Delaware	 	FL	 	245
	100.	 	Clarkston Care, L.L.C.	 	76-0802028	 	Delaware	 	WA	 	464
	101.	 	Clayton Associates, L.L.C.	 	36-4572014	 	New Mexico	 	—	 	465
	102.	 	Colonial Gardens, LLC 	 	26-0110549	 	Ohio	 	—	 	15
	103.	 	Colonial Madison Associates, L.L.C.	 	38-3741678	 	Delaware	 	WI	 	466
	104.	 	Colorado Lessor - Conifer, LLC	 	32-0008069	 	Maryland	 	CO	 	16
	105.	 	Columbus Texas Aviv, L.L.C.	 	38-3735473	 	Delaware	 	TX	 	467
	106.	 	Columbus Western Avenue, L.L.C.	 	71-0960205	 	Delaware	 	WI	 	468
	107.	 	Colville Washington Property, L.L.C.	 	35-2521805	 	Delaware	 	WA	 	469
	108.	 	Commerce Nursing Homes, L.L.C.	 	36-4122632	 	Illinois	 	TX	 	470
	109.	 	Commerce Sterling Hart Drive, L.L.C.	 	27-5458991	 	Delaware	 	TX	 	471
	110.	 	Conroe Rigby Owen Road, L.L.C.	 	27-5458820	 	Delaware	 	TX	 	472
	111.	 	CR Aviv, L.L.C.	 	20-5354773	 	Delaware	 	IL, MO	 	473
	112.	 	Crete Plus Five Property, L.L.C.	 	30-0855110	 	Delaware	 	NE	 	474
	113.	 	Crooked River Road, L.L.C.	 	27-5081057	 	Delaware	 	FL	 	475
	114.	 	CSE Albany LLC	 	20-5885886	 	Delaware	 	KY	 	149
	115.	 	CSE Amarillo LLC	 	20-5862752	 	Delaware	 	TX	 	150
	116.	 	CSE Arden L.P.	 	20-5888680	 	Delaware	 	NC	 	151
	117.	 	CSE Augusta LLC	 	20-5885921	 	Delaware	 	KY	 	152
	118.	 	CSE Bedford LLC	 	20-5886082	 	Delaware	 	KY	 	153
	119.	 	CSE Blountville LLC	 	20-8295288	 	Delaware	 	TN	 	19
	120.	 	CSE Bolivar LLC	 	20-8295024	 	Delaware	 	TN	 	20
	121.	 	CSE Cambridge LLC	 	20-5886976	 	Delaware	 	MD	 	154
	122.	 	CSE Cambridge Realty LLC	 	20-5959318	 	Delaware	 	MD	 	155


 




    	 	4	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	123.	 	CSE Camden LLC	 	20-8295066	 	Delaware	 	TN	 	21
	124.	 	CSE Canton LLC	 	20-5887312	 	Delaware	 	OH	 	156
	125.	 	CSE Casablanca Holdings II LLC	 	26-0595183	 	Delaware	 	—	 	158
	126.	 	CSE Casablanca Holdings LLC	 	20-8724466	 	Delaware	 	—	 	157
	127.	 	CSE Cedar Rapids LLC	 	20-5884941	 	Delaware	 	IA	 	159
	128.	 	CSE Centennial Village, LP	 	20-6974959	 	Delaware	 	PA	 	22
	129.	 	CSE Chelmsford LLC	 	20-5920451	 	Delaware	 	MA	 	160
	130.	 	CSE Chesterton LLC	 	20-5885195	 	Delaware	 	IN	 	161
	131.	 	CSE Claremont LLC	 	20-5883891	 	Delaware	 	CA	 	162
	132.	 	CSE Corpus North LLC	 	20-5186415	 	Delaware	 	TX	 	23
	133.	 	CSE Denver Iliff LLC	 	20-8037772	 	Delaware	 	CO	 	25
	134.	 	CSE Denver LLC	 	20-5884311	 	Delaware	 	CO	 	163
	135.	 	CSE Douglas LLC	 	20-5883761	 	Delaware	 	AZ	 	164
	136.	 	CSE Elkton LLC	 	20-5887006	 	Delaware	 	MD	 	166
	137.	 	CSE Elkton Realty LLC	 	20-5959253	 	Delaware	 	MD	 	167
	138.	 	CSE Fairhaven LLC	 	20-8281491	 	Delaware	 	MA	 	26
	139.	 	CSE Fort Wayne LLC	 	20-5885125	 	Delaware	 	IN	 	168
	140.	 	CSE Frankston LLC	 	20-5862947	 	Delaware	 	TX	 	169
	141.	 	CSE Georgetown LLC	 	20-5886126	 	Delaware	 	KY	 	170
	142.	 	CSE Green Bay LLC	 	20-5888029	 	Delaware	 	WI	 	171
	143.	 	CSE Hilliard LLC	 	20-5887347	 	Delaware	 	OH	 	172
	144.	 	CSE Huntingdon LLC	 	20-8295191	 	Delaware	 	TN	 	27
	145.	 	CSE Huntsville LLC	 	20-5887764	 	Delaware	 	TN	 	173
	146.	 	CSE Indianapolis-Continental LLC	 	20-5885046	 	Delaware	 	IN	 	174
	147.	 	CSE Indianapolis-Greenbriar LLC	 	20-5885096	 	Delaware	 	IN	 	175
	148.	 	CSE Jacinto City LLC	 	20-5186519	 	Delaware	 	TX	 	28
	149.	 	CSE Jefferson City LLC	 	20-8295101	 	Delaware	 	TN	 	29
	150.	 	CSE Jeffersonville-Hillcrest Center LLC	 	20-5885261	 	Delaware	 	IN	 	176
	151.	 	CSE Jeffersonville-Jennings House LLC	 	20-5885346	 	Delaware	 	IN	 	177
	152.	 	CSE Kerrville LLC	 	20-8684872	 	Delaware	 	TX	 	30
	153.	 	CSE King L.P.	 	20-5888725	 	Delaware	 	NC	 	178
	154.	 	CSE Kingsport LLC	 	20-5887736	 	Delaware	 	TN	 	179


 




    	 	5	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	155.	 	CSE Knightdale L.P.	 	20-5888653	 	Delaware	 	NC	 	180
	156.	 	CSE Lake City LLC	 	20-5863259	 	Delaware	 	FL	 	181
	157.	 	CSE Lake Worth LLC	 	20-5863173	 	Delaware	 	FL	 	182
	158.	 	CSE Lakewood LLC	 	20-5884352	 	Delaware	 	CO	 	183
	159.	 	CSE Las Vegas LLC	 	20-5887216	 	Delaware	 	NM	 	184
	160.	 	CSE Lawrenceburg LLC	 	20-5887802	 	Delaware	 	TN	 	185
	161.	 	CSE Lenoir L.P.	 	20-5888528	 	Delaware	 	NC	 	186
	162.	 	CSE Lexington Park LLC	 	20-5886951	 	Delaware	 	MD	 	187
	163.	 	CSE Lexington Park Realty LLC	 	20-5959280	 	Delaware	 	MD	 	188
	164.	 	CSE Ligonier LLC	 	20-5885484	 	Delaware	 	IN	 	189
	165.	 	CSE Live Oak LLC	 	20-5863086	 	Delaware	 	FL	 	190
	166.	 	CSE Lowell LLC	 	20-5885381	 	Delaware	 	IN	 	192
	167.	 	CSE Marianna Holdings LLC	 	20-1411422	 	Delaware	 	FL	 	31
	168.	 	CSE Memphis LLC	 	20-8295130 	 	Delaware	 	TN	 	32
	169.	 	CSE Mobile LLC	 	20-5883572	 	Delaware	 	—	 	193
	170.	 	CSE Moore LLC	 	20-5887574	 	Delaware	 	OK	 	194
	171.	 	CSE North Carolina Holdings I LLC	 	20-5888397	 	Delaware	 	—	 	195
	172.	 	CSE North Carolina Holdings II LLC	 	20-5888430	 	Delaware	 	—	 	196
	173.	 	CSE Omro LLC	 	20-5887998	 	Delaware	 	WI	 	197
	174.	 	CSE Orange Park LLC	 	20-5863371	 	Delaware	 	FL	 	198
	175.	 	CSE Orlando-Pinar Terrace Manor LLC	 	20-5863043	 	Delaware	 	FL	 	199
	176.	 	CSE Orlando-Terra Vista Rehab LLC	 	20-5863223	 	Delaware	 	FL	 	200
	177.	 	CSE Pennsylvania Holdings, LP	 	20-6974946	 	Delaware	 	—	 	33
	178.	 	CSE Piggott LLC	 	20-5883659	 	Delaware	 	AR	 	201
	179.	 	CSE Pilot Point LLC	 	20-5862827	 	Delaware	 	TX	 	202
	180.	 	CSE Pine View LLC	 	20-5398686	 	Delaware	 	MS	 	246
	181.	 	CSE Ponca City LLC	 	20-5887495	 	Delaware	 	OK	 	203
	182.	 	CSE Port St. Lucie LLC	 	20-5863294	 	Delaware	 	FL	 	204
	183.	 	CSE Richmond LLC	 	20-5885427	 	Delaware	 	IN	 	205
	184.	 	CSE Ripley LLC	 	20-8295238	 	Delaware	 	TN	 	34
	185.	 	CSE Ripon LLC	 	26-0480886	 	Delaware	 	WI	 	35
	186.	 	CSE Safford LLC	 	20-5883807	 	Delaware	 	AZ	 	206


 




    	 	6	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	187.	 	CSE Salina LLC	 	20-5885669	 	Delaware	 	KS	 	207
	188.	 	CSE Seminole LLC	 	20-5887615	 	Delaware	 	OK	 	208
	189.	 	CSE Shawnee LLC	 	20-5887524	 	Delaware	 	OK	 	209
	190.	 	CSE Spring Branch LLC	 	20-5186484	 	Delaware	 	TX	 	36
	191.	 	CSE Stillwater LLC	 	20-5887548	 	Delaware	 	OK	 	210
	192.	 	CSE Taylorsville LLC	 	20-5886196	 	Delaware	 	KY	 	211
	193.	 	CSE Texarkana LLC	 	20-5862880	 	Delaware	 	TX	 	37
	194.	 	CSE Texas City LLC	 	20-5862791	 	Delaware	 	TX	 	212
	195.	 	CSE The Village LLC	 	20-5186550	 	Delaware	 	TX	 	38
	196.	 	CSE Upland LLC	 	20-5891148	 	Delaware	 	IN	 	213
	197.	 	CSE Walnut Cove L.P.	 	20-5888502	 	Delaware	 	NC	 	214
	198.	 	CSE West Point LLC	 	20-5887119	 	Delaware	 	MS	 	39
	199.	 	CSE Whitehouse LLC	 	20-8294979	 	Delaware	 	OH	 	40
	200.	 	CSE Williamsport LLC	 	26-0480953	 	Delaware	 	IN	 	41
	201.	 	CSE Winter Haven LLC	 	20-5863327	 	Delaware	 	FL	 	215
	202.	 	CSE Woodfin L.P.	 	20-5888619	 	Delaware	 	NC	 	216
	203.	 	CSE Yorktown LLC	 	20-5885163	 	Delaware	 	IN	 	217
	204.	 	Cuyahoga Falls Property II, L.L.C.	 	38-3937172	 	Delaware	 	OH	 	476
	205.	 	Cuyahoga Falls Property, L.L.C.	 	35-2419468	 	Delaware	 	OH	 	477
	206.	 	Dallas Two Property, L.L.C. 	 	61-1746734	 	Delaware	 	TX	 	478
	207.	 	Danbury ALF Property, L.L.C.	 	27-4083747	 	Delaware	 	CT	 	479
	208.	 	Darien ALF Property, L.L.C.	 	30-0694838	 	Delaware	 	CT	 	480
	209.	 	Deerfield Class B, L.L.C.	 	35-2525678	 	Delaware	 	—	 	481
	210.	 	Delta Investors I, LLC	 	54-2112455	 	Maryland	 	CA, ID, MA, OH, WV	 	43
	211.	 	Delta Investors II, LLC	 	54-2112456	 	Maryland	 	CA, NC, OH, WA, WV	 	44
	212.	 	Denison Texas, L.L.C.	 	32-0173170	 	Delaware	 	TX	 	482
	213.	 	Desert Lane LLC	 	20-3098022	 	Delaware	 	NV	 	45
	214.	 	Dixie White House Nursing Home, LLC	 	59-3738671	 	Mississippi	 	—	 	247
	215.	 	Dixon Health Care Center, LLC	 	34-1509772	 	Ohio	 	—	 	46
	216.	 	DWC Finance, L.L.C.	 	47-2256374	 	Delaware	 	—	 	483
	217.	 	East Rollins Street, L.L.C.	 	38-3838004	 	Delaware	 	MO	 	484
	218.	 	Edgewood Drive Property, L.L.C.	 	32-0405276	 	Delaware	 	IN	 	485


 




    	 	7	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	219.	 	Effingham Associates, L.L.C.	 	36-4150491	 	Illinois	 	—	 	486
	220.	 	Elite Mattoon, L.L.C.	 	36-4454111	 	Delaware	 	IL	 	487
	221.	 	Elite Yorkville, L.L.C.	 	36-4454114	 	Delaware	 	IL	 	488
	222.	 	Encanto Senior Care, LLC	 	20-1669755	 	Arizona	 	—	 	308
	223.	 	Falcon Four Property Holding, L.L.C.	 	46-3986352	 	Delaware	 	OH	 	489
	224.	 	Falcon Four Property, L.L.C.	 	30-0794160	 	Delaware	 	—	 	490
	225.	 	Falfurrias Texas, L.L.C.	 	61-1501714	 	Delaware	 	TX	 	491
	226.	 	Financing VI Healthcare Property, L.L.C.	 	35-2519380	 	Delaware	 	OH, IN, MI, NC, VA	 	492
	227.	 	Florida ALF Properties, L.L.C.	 	32-0417622	 	Delaware	 	FL	 	493
	228.	 	Florida Four Properties, L.L.C.	 	35-2456486	 	Delaware	 	FL	 	494
	229.	 	Florida Lessor - Meadowview, LLC	 	56-2398721	 	Maryland	 	FL	 	50
	230.	 	Florida Real Estate Company, LLC	 	20-1458431	 	Florida	 	—	 	51
	231.	 	Fort Stockton Property, L.L.C.	 	38-3918639	 	Delaware	 	TX	 	495
	232.	 	Fountain Associates, L.L.C.	 	36-4572016	 	Delaware	 	AZ	 	496
	233.	 	Four Fountains Aviv, L.L.C.	 	36-4601434	 	Delaware	 	IL	 	497
	234.	 	Fredericksburg South Adams Street, L.L.C.	 	27-5459311	 	Delaware	 	TX	 	498
	235.	 	Freewater Oregon, L.L.C.	 	36-2280966	 	Delaware	 	OR	 	499
	236.	 	Fullerton California, L.L.C.	 	36-4480527	 	Delaware	 	CA	 	500
	237.	 	G&L Gardens, L.L.C.	 	95-4639695	 	Arizona	 	—	 	309
	238.	 	Gardnerville Property, L.L.C.	 	37-1657201	 	Delaware	 	NV	 	501
	239.	 	Georgia Lessor - Bonterra/Parkview, LLC	 	16-1650494	 	Maryland	 	GA	 	52
	240.	 	Germantown Property, L.L.C.	 	45-4444655	 	Delaware	 	OH	 	502
	241.	 	Giltex Care, L.L.C.	 	36-4572036	 	Delaware	 	TX	 	503
	242.	 	Glendale NH Property, L.L.C.	 	61-1686455	 	Delaware	 	WI	 	504
	243.	 	Golden Hill Real Estate Company, LLC	 	71-0976967	 	California	 	—	 	324
	244.	 	Gonzales Texas Property, L.L.C.	 	32-0403901	 	Delaware	 	TX	 	505
	245.	 	Great Bend Property, L.L.C.	 	27-3971138	 	Delaware	 	KS	 	506
	246.	 	Greenbough, LLC	 	27-0258266	 	Delaware	 	MS	 	53
	247.	 	Greenville Kentucky Property, L.L.C.	 	30-0838127	 	Delaware	 	KY	 	507
	248.	 	Heritage Monterey Associates, L.L.C.	 	36-4056688	 	Illinois	 	CA	 	508
	249.	 	HHM Aviv, L.L.C.	 	32-0205746	 	Delaware	 	TX	 	509
	250.	 	Hidden Acres Property, L.L.C.	 	27-2457250	 	Delaware	 	TN	 	510


 




    	 	8	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	251.	 	Highland Leasehold, L.L.C.	 	20-2873499	 	Delaware	 	IL	 	511
	252.	 	Hobbs Associates, L.L.C.	 	36-4177337	 	Illinois	 	NM	 	512
	253.	 	Hot Springs Atrium Owner, LLC 	 	47-1359052	 	Delaware	 	AR	 	414
	254.	 	Hot Springs Aviv, L.L.C.	 	30-0470700	 	Delaware	 	AR	 	513
	255.	 	Hot Springs Cottages Owner, LLC 	 	47-1371567	 	Delaware	 	AR	 	415
	256.	 	Hot Springs Marina Owner, LLC 	 	47-1461931	 	Delaware	 	AR	 	416
	257.	 	Houston Texas Aviv, L.L.C.	 	36-4587739	 	Delaware	 	TX	 	514
	258.	 	Hutchinson Kansas, L.L.C.	 	51-0559326	 	Delaware	 	KS	 	515
	259.	 	Hutton I Land, LLC 	 	20-1914403	 	Ohio	 	—	 	57
	260.	 	Hutton II Land, LLC	 	20-1914470	 	Ohio	 	—	 	58
	261.	 	Hutton III Land, LLC	 	20-1914529	 	Ohio	 	—	 	59
	262.	 	Idaho Associates, L.L.C.	 	36-4114446	 	Illinois	 	ID	 	516
	263.	 	Illinois Missouri Properties, L.L.C.	 	35-2520792	 	Delaware	 	IL, MO	 	517
	264.	 	Indiana Lessor - Wellington Manor, LLC	 	32-0008064	 	Maryland	 	IN	 	61
	265.	 	Iowa Lincoln County Property, L.L.C.	 	45-4445450	 	Delaware	 	IA. NE	 	518
	266.	 	Jasper Springhill Street, L.L.C.	 	27-5458704	 	Delaware	 	TX	 	519
	267.	 	Kansas Five Property, L.L.C.	 	36-1647542	 	Delaware	 	KS	 	520
	268.	 	Karan Associates Two, L.L.C.	 	61-1514965	 	Delaware	 	TX	 	521
	269.	 	Karan Associates, L.L.C.	 	11-3747208	 	Delaware	 	TX	 	522
	270.	 	Karissa Court Property, L.L.C.	 	38-3923400	 	Delaware	 	TX	 	523
	271.	 	KB Northwest Associates, L.L.C.	 	36-4572025	 	Delaware	 	WA	 	524
	272.	 	Kentucky NH Properties, L.L.C.	 	61-1730147	 	Delaware	 	KY	 	525
	273.	 	Kingsville Texas, L.L.C.	 	37-1522939	 	Delaware	 	TX	 	526
	274.	 	LAD I Real Estate Company, LLC	 	20-1454154	 	Delaware	 	FL	 	63
	275.	 	Leatherman 90-1, LLC	 	20-1914625	 	Ohio	 	—	 	65
	276.	 	Leatherman Partnership 89-1, LLC	 	34-1656489	 	Ohio	 	—	 	66
	277.	 	Leatherman Partnership 89-2, LLC	 	34-1656491	 	Ohio	 	—	 	67
	278.	 	Louisville Dutchmans Property, L.L.C.	 	61-1715555	 	Delaware	 	KY	 	527
	279.	 	Magnolia Drive Property, L.L.C.	 	30-0793756	 	Delaware	 	TX	 	528
	280.	 	Manor Associates, L.L.C.	 	36-4572020	 	Delaware	 	TX	 	529
	281.	 	Mansfield Aviv, L.L.C.	 	32-0183852	 	Delaware	 	OH	 	530
	282.	 	Massachusetts Nursing Homes, L.L.C.	 	20-2873416	 	Delaware	 	MA	 	531


 




    	 	9	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	283.	 	McCarthy Street Property, L.L.C.	 	38-3855495	 	Delaware	 	PA	 	532
	284.	 	Meridian Arms Land, LLC	 	20-1914864	 	Ohio	 	—	 	73
	285.	 	Minnesota Associates, L.L.C.	 	36-4469552	 	Delaware	 	MN	 	533
	286.	 	Mishawaka Property, L.L.C.	 	36-4734067	 	Delaware	 	IN	 	534
	287.	 	Missouri Associates, L.L.C.	 	36-4572033	 	Delaware	 	MO, TX	 	535
	288.	 	Missouri Regency Associates, L.L.C.	 	36-4572031	 	Delaware	 	MO	 	536
	289.	 	Montana Associates, L.L.C.	 	36-4149849	 	Illinois	 	MT	 	537
	290.	 	Monterey Park Leasehold Mortgage, L.L.C.	 	32-0267202	 	Delaware	 	CA	 	538
	291.	 	Mount Washington Property, L.L.C.	 	45-5010153	 	Delaware	 	WI	 	539
	292.	 	Mt. Vernon Texas, L.L.C.	 	35-2270167	 	Delaware	 	TX	 	540
	293.	 	Murray County, L.L.C.	 	36-4708756	 	Delaware	 	MA, OK	 	541
	294.	 	Muscatine Toledo Properties, L.L.C.	 	36-4777497	 	Delaware	 	IA	 	542
	295.	 	N.M. Bloomfield Three Plus One Limited Company	 	74-2748292	 	New Mexico	 	—	 	543
	296.	 	N.M. Espanola Three Plus One Limited Company	 	74-2748289	 	New Mexico	 	—	 	544
	297.	 	N.M. Lordsburg Three Plus One Limited Company	 	74-2748286	 	New Mexico	 	—	 	545
	298.	 	N.M. Silver City Three Plus One Limited Company	 	74-2748283	 	New Mexico	 	—	 	546
	299.	 	New Hope Property, L.L.C.	 	61-1720871	 	Delaware	 	MN	 	547
	300.	 	Newtown ALF Property, L.L.C.	 	27-4083571	 	Delaware	 	CT	 	548
	301.	 	Nicholasville Kentucky Property, L.L.C.	 	46-5411821	 	Delaware	 	KY	 	549
	302.	 	North Las Vegas LLC	 	20-3098036	 	Delaware	 	NV	 	74
	303.	 	North Royalton Ohio Property, L.L.C.	 	37-1729308	 	Delaware	 	OH	 	550
	304.	 	Norwalk ALF Property, L.L.C.	 	27-4083805	 	Delaware	 	CT	 	551
	305.	 	NRS Ventures, L.L.C.	 	38-4236118	 	Delaware	 	FL, GA, KY, TN	 	75
	306.	 	Oakland Nursing Homes, L.L.C.	 	36-4572018	 	Delaware	 	CA	 	552
	307.	 	Ocean Springs Nursing Home, LLC	 	58-2635823	 	Mississippi	 	—	 	248
	308.	 	October Associates, L.L.C.	 	36-4572030	 	Delaware	 	TX	 	553
	309.	 	Ogden Associates, L.L.C.	 	36-4412291	 	Delaware	 	UT	 	554
	310.	 	OHI (Connecticut), LLC	 	06-1552120 	 	Connecticut	 	NH, VT, WV	 	77
	311.	 	OHI (Illinois), LLC	 	47-3264182	 	Illinois	 	IN	 	423
	312.	 	OHI (Indiana) , LLC	 	38-3568359	 	Indiana	 	OH	 	80
	313.	 	OHI (Iowa) , LLC	 	38-3377918	 	Iowa	 	MD	 	81
	314.	 	OHI AC Investments (Jersey) Ltd	 	98-1289590	 	Jersey Reg. No.: 89532	 	—	 	709


 




    	 	10	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	315.	 	OHI AC Properties (UK) Ltd	 	98-1290722	 	
        UK Reg. No: 8796701
	 	—	 	707
	316.	 	OHI Anglia Care Ltd	 	98-1239899	 	UK Reg. No.: 01375652	 	—	 	633
	317.	 	OHI Asset (AR) Ash Flat, LLC	 	46-3670959	 	Delaware	 	AR	 	326
	318.	 	OHI Asset (AR) Camden, LLC	 	46-3672608	 	Delaware	 	AR	 	327
	319.	 	OHI Asset (AR) Conway, LLC	 	61-1721332	 	Delaware	 	AR	 	328
	320.	 	OHI Asset (AR) Des Arc, LLC	 	46-3691025	 	Delaware	 	AR	 	329
	321.	 	OHI Asset (AR) Hot Springs, LLC	 	80-0951655	 	Delaware	 	AR	 	330
	322.	 	OHI Asset (AR) Malvern, LLC	 	46-3719491	 	Delaware	 	AR	 	332
	323.	 	OHI Asset (AR) Mena, LLC	 	38-3915930	 	Delaware	 	AR	 	331
	324.	 	OHI Asset (AR) Pocahontas, LLC	 	46-3728913	 	Delaware	 	AR	 	333
	325.	 	OHI Asset (AR) Sheridan, LLC	 	46-3739623	 	Delaware	 	AR	 	334
	326.	 	OHI Asset (AR) Walnut Ridge, LLC	 	46-3751920	 	Delaware	 	AR	 	335
	327.	 	OHI Asset (AZ) Austin House, LLC	 	46-4385050	 	Delaware	 	—	 	400
	328.	 	OHI Asset (AZ) Tucson, LLC	 	35-2546755	 	Delaware	 	Arizona	 	650
	329.	 	OHI Asset (CA), LLC	 	04-3759925	 	Delaware	 	California	 	83
	330.	 	OHI Asset (CO) Brighton, LLC	 	32-0487275	 	Delaware	 	Colorado	 	666
	331.	 	OHI Asset (CO) Denver, LLC	 	36-4830303	 	Delaware	 	Colorado	 	668
	332.	 	OHI Asset (CO) Mesa, LLC	 	61-1782486	 	Delaware	 	Colorado	 	667
	333.	 	OHI Asset (CO), LLC	 	84-1706510	 	Delaware	 	CO, ID	 	84
	334.	 	OHI Asset (CT) Lender, LLC	 	75-3205111	 	Delaware	 	NH, RI, MA	 	86
	335.	 	OHI Asset (CT) Southport, LLC	 	TBD	 	Delaware	 	—	 	745
	336.	 	OHI Asset (FL) DeFuniak Springs, LLC	 	61-1825011	 	Delaware	 	Florida	 	746
	337.	 	OHI Asset (FL) Eustis, LLC	 	61-1773617	 	Delaware	 	Florida	 	646
	338.	 	OHI Asset (FL) Graceville, LLC	 	32-0515366	 	Delaware	 	Florida	 	723
	339.	 	OHI Asset (FL) Homestead, LLC	 	36-4863028	 	Delaware	 	Florida	 	747
	340.	 	OHI Asset (FL) Lake City, LLC, fka OHI Asset (FL) Pasco, LLC	 	61-1806770	 	Delaware	 	Florida	 	645
	341.	 	OHI Asset (FL) Lake Placid, LLC	 	46-3827043	 	Delaware	 	Florida	 	337
	342.	 	OHI Asset (FL) Lakeland, LLC	 	61-1800255	 	Delaware	 	Florida	 	704
	343.	 	OHI Asset (FL) Lender, LLC	 	27-4450390	 	Delaware	 	—	 	258
	344.	 	OHI Asset (FL) Lutz, LLC	 	30-0858827	 	Delaware	 	Florida	 	424
	345.	 	OHI Asset (FL) Marianna, LLC	 	32-0515394	 	Delaware	 	Florida	 	724


 




    	 	11	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	346.	 	OHI Asset (FL) Melbourne, LLC	 	32-0509945	 	Delaware	 	Florida	 	711
	347.	 	OHI Asset (FL) Middleburg, LLC	 	37-1832748	 	Delaware	 	Florida	 	712
	348.	 	OHI Asset (FL) Ormond Beach, LLC	 	36-4863276	 	Delaware	 	Florida	 	748
	349.	 	OHI Asset (FL) Pensacola - Hillview, LLC	 	36-4821441	 	Delaware	 	Florida	 	647
	350.	 	OHI Asset (FL) Pensacola, LLC 	 	35-2541006	 	Delaware	 	—	 	641
	351.	 	OHI Asset (FL) Pensacola-Nine Mile, LLC	 	61-1810659	 	Delaware	 	Florida	 	722
	352.	 	OHI Asset (FL) Port St. Joe, LLC	 	37-1846671	 	Delaware	 	Florida	 	725
	353.	 	OHI Asset (FL) Sebring, LLC	 	37-1839240	 	Delaware	 	Florida	 	716
	354.	 	OHI Asset (FL), LLC	 	13-4225158	 	Delaware	 	Florida; New Mexico	 	87
	355.	 	OHI Asset (GA) Cordele, LLC	 	35-2571948	 	Delaware	 	Georgia	 	715
	356.	 	OHI Asset (GA) Dunwoody, LLC	 	30-0869546	 	Delaware	 	Georgia	 	623
	357.	 	OHI Asset (GA) Macon, LLC	 	47-1027224	 	Delaware	 	—	 	401
	358.	 	OHI Asset (GA) Moultrie, LLC	 	46-4254981	 	Delaware	 	Georgia	 	342
	359.	 	OHI Asset (GA) Nashville, LLC	 	37-1808814	 	Delaware	 	Georgia	 	662
	360.	 	OHI Asset (GA) Roswell, LLC	 	36-4808609	 	Delaware	 	Georgia	 	624
	361.	 	OHI Asset (GA) Snellville, LLC	 	46-4259685	 	Delaware	 	Georgia	 	343
	362.	 	OHI Asset (GA) Valdosta, LLC	 	35-2556904	 	Delaware	 	Georgia	 	663
	363.	 	OHI Asset (ID) Holly, LLC	 	46-4268973	 	Delaware	 	Idaho	 	344
	364.	 	OHI Asset (ID) Midland, LLC	 	46-4279515	 	Delaware	 	Idaho	 	345
	365.	 	OHI Asset (ID), LLC	 	04-3759931	 	Delaware	 	Idaho	 	88
	366.	 	OHI Asset (IL), LLC	 	14-1951802	 	Delaware	 	Illinois	 	89
	367.	 	OHI Asset (IN) American Village, LLC	 	46-0985915	 	Delaware	 	Indiana	 	289
	368.	 	OHI Asset (IN) Anderson, LLC	 	46-0989235	 	Delaware	 	Indiana	 	292
	369.	 	OHI Asset (IN) Beech Grove, LLC	 	46-1000956	 	Delaware	 	Indiana	 	290
	370.	 	OHI Asset (IN) Clarksville, LLC	 	46-1011127	 	Delaware	 	Indiana	 	299
	371.	 	OHI Asset (IN) Clinton, LLC	 	46-4095764	 	Delaware	 	Indiana	 	338
	372.	 	OHI Asset (IN) Connersville, LLC	 	46-4289202	 	Delaware	 	Indiana	 	346
	373.	 	OHI Asset (IN) Crown Point, LLC	 	46-1738072	 	Delaware	 	Indiana	 	319
	374.	 	OHI Asset (IN) Eagle Valley, LLC	 	46-1021612	 	Delaware	 	Indiana	 	291
	375.	 	OHI Asset (IN) Elkhart, LLC	 	46-1035197	 	Delaware	 	Indiana	 	298
	376.	 	OHI Asset (IN) Forest Creek, LLC	 	46-1040435	 	Delaware	 	Indiana	 	293
	377.	 	OHI Asset (IN) Fort Wayne, LLC	 	46-1050897	 	Delaware	 	Indiana	 	295


 




    	 	12	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	378.	 	OHI Asset (IN) Franklin, LLC	 	46-1062818	 	Delaware	 	Indiana	 	294
	379.	 	OHI Asset (IN) Greensburg, LLC	 	38-3879137	 	Delaware	 	—	 	287
	380.	 	OHI Asset (IN) Indianapolis, LLC	 	36-4736441	 	Delaware	 	—	 	288
	381.	 	OHI Asset (IN) Jasper, LLC	 	46-4100999	 	Delaware	 	Indiana	 	339
	382.	 	OHI Asset (IN) Kokomo, LLC	 	46-1071289	 	Delaware	 	Indiana	 	297
	383.	 	OHI Asset (IN) Lafayette, LLC	 	46-1085161	 	Delaware	 	Indiana	 	302
	384.	 	OHI Asset (IN) Madison, LLC	 	46-1745924	 	Delaware	 	Indiana	 	318
	385.	 	OHI Asset (IN) Monticello, LLC	 	46-1090601	 	Delaware	 	Indiana	 	296
	386.	 	OHI Asset (IN) Noblesville, LLC	 	46-1103366	 	Delaware	 	Indiana	 	300
	387.	 	OHI Asset (IN) Rosewalk, LLC	 	46-1116285	 	Delaware	 	Indiana	 	301
	388.	 	OHI Asset (IN) Salem, LLC	 	46-4111473	 	Delaware	 	Indiana	 	340
	389.	 	OHI Asset (IN) Seymour, LLC	 	46-4133715	 	Delaware	 	Indiana	 	341
	390.	 	OHI Asset (IN) Spring Mill, LLC	 	46-1120573	 	Delaware	 	Indiana	 	303
	391.	 	OHI Asset (IN) Terre Haute, LLC	 	46-1140102	 	Delaware	 	Indiana	 	304
	392.	 	OHI Asset (IN) Wabash, LLC	 	38-3879151	 	Delaware	 	—	 	285
	393.	 	OHI Asset (IN) Westfield, LLC	 	32-0381277	 	Delaware	 	—	 	286
	394.	 	OHI Asset (IN) Zionsville, LLC	 	46-1152307	 	Delaware	 	Indiana	 	305
	395.	 	OHI Asset (KY) Beattyville, LLC	 	35-2582286	 	Delaware	 	Kentucky	 	726
	396.	 	OHI Asset (KY) Louisville - 1120 Cristland, LLC	 	36-4856987	 	Delaware	 	Kentucky	 	727
	397.	 	OHI Asset (KY) Louisville - 2529 Six Mile Lane, LLC	 	36-4856934	 	Delaware	 	Kentucky	 	728
	398.	 	OHI Asset (KY) Morgantown, LLC	 	38-4024471	 	Delaware	 	Kentucky	 	729
	399.	 	OHI Asset (KY) Owensboro, LLC	 	37-1847320	 	Delaware	 	Kentucky	 	730
	400.	 	OHI Asset (LA) Baton Rouge, LLC	 	37-1785874	 	Delaware	 	Louisiana	 	625
	401.	 	OHI Asset (LA), LLC	 	04-3759935	 	Delaware	 	Louisiana; Texas	 	91
	402.	 	OHI Asset (MD) Baltimore - Pall Mall, LLC	 	37-1799968	 	Delaware	 	Maryland	 	659
	403.	 	OHI Asset (MD) Baltimore - West Belvedere, LLC	 	38-3987828	 	Delaware	 	Maryland	 	658
	404.	 	OHI Asset (MD) Salisbury, LLC	 	38-3987971	 	Delaware	 	Maryland	 	660
	405.	 	OHI Asset (MD), LLC	 	45-2611748	 	Delaware	 	—	 	260
	406.	 	OHI Asset (MI) Carson City, LLC	 	61-1786671	 	Delaware	 	Michigan	 	669
	407.	 	OHI Asset (MI) Heather Hills, LLC	 	46-1515395	 	Delaware	 	MI	 	317
	408.	 	OHI Asset (MI), LLC	 	27-3378345	 	Delaware	 	—	 	257
	409.	 	OHI Asset (MO) Jackson, LLC	 	38-3992123	 	Delaware	 	Missouri	 	665


 




    	 	13	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	410.	 	OHI Asset (MO), LLC	 	04-3759939	 	Delaware	 	Missouri	 	93
	411.	 	OHI Asset (MS) Byhalia, LLC	 	46-4298734	 	Delaware	 	Mississippi	 	347
	412.	 	OHI Asset (MS) Cleveland, LLC	 	36-4774986	 	Delaware	 	Mississippi	 	348
	413.	 	OHI Asset (MS) Clinton, LLC	 	80-0965657	 	Delaware	 	Mississippi	 	349
	414.	 	OHI Asset (MS) Columbia, LLC	 	46-4340609	 	Delaware	 	Mississippi	 	350
	415.	 	OHI Asset (MS) Corinth, LLC	 	46-4351222	 	Delaware	 	Mississippi	 	351
	416.	 	OHI Asset (MS) Greenwood, LLC	 	46-4361245	 	Delaware	 	Mississippi	 	352
	417.	 	OHI Asset (MS) Grenada, LLC	 	46-4376223	 	Delaware	 	Mississippi	 	353
	418.	 	OHI Asset (MS) Holly Springs, LLC	 	38-3921178	 	Delaware	 	Mississippi	 	354
	419.	 	OHI Asset (MS) Indianola, LLC	 	90-1036275	 	Delaware	 	Mississippi	 	355
	420.	 	OHI Asset (MS) Natchez, LLC	 	46-4384987	 	Delaware	 	Mississippi	 	356
	421.	 	OHI Asset (MS) Picayune, LLC	 	90-1036523	 	Delaware	 	Mississippi	 	357
	422.	 	OHI Asset (MS) Vicksburg, LLC	 	90-1036559	 	Delaware	 	Mississippi	 	358
	423.	 	OHI Asset (MS) Yazoo City, LLC	 	38-3921461	 	Delaware	 	Mississippi	 	359
	424.	 	OHI Asset (NC) Biscoe, LLC	 	37-1816580	 	Delaware	 	North Carolina	 	678
	425.	 	OHI Asset (NC) Cornelius, LLC	 	30-0930325	 	Delaware	 	North Carolina	 	679
	426.	 	OHI Asset (NC) Drexel, LLC	 	32-0489893	 	Delaware	 	North Carolina	 	680
	427.	 	OHI Asset (NC) Fayetteville, LLC	 	30-0930685	 	Delaware	 	North Carolina	 	681
	428.	 	OHI Asset (NC) Hallsboro, LLC	 	61-1789056	 	Delaware	 	North Carolina	 	682
	429.	 	OHI Asset (NC) Marion, LLC	 	36-4833434	 	Delaware	 	North Carolina	 	683
	430.	 	OHI Asset (NC) Marshville, LLC	 	37-1820268	 	Delaware	 	North Carolina	 	684
	431.	 	OHI Asset (NC) Mocksville - 1007 Howard Street, LLC	 	37-1820636	 	Delaware	 	North Carolina	 	685
	432.	 	OHI Asset (NC) Mocksville - 1304 Madison Road, LLC	 	30-0932315	 	Delaware	 	North Carolina	 	686
	433.	 	OHI Asset (NC) Nashville, LLC	 	35-2558694	 	Delaware	 	North Carolina	 	687
	434.	 	OHI Asset (NC) Raeford, LLC	 	32-0492904	 	Delaware	 	North Carolina	 	688
	435.	 	OHI Asset (NC) Rocky Mount - 1558 S. Winstead, LLC	 	38-4001050	 	Delaware	 	North Carolina	 	689
	436.	 	OHI Asset (NC) Rocky Mount - 415 N. Winstead, LLC	 	30-0934215	 	Delaware	 	North Carolina	 	690
	437.	 	OHI Asset (NC) Salisbury, LLC	 	35-2559111	 	Delaware	 	North Carolina	 	691
	438.	 	OHI Asset (NC) Saluda, LLC	 	37-1824735	 	Delaware	 	North Carolina	 	692
	439.	 	OHI Asset (NC) Shallotte, LLC	 	37-1824797	 	Delaware	 	North Carolina	 	693
	440.	 	OHI Asset (NC) Wadesboro, LLC	 	35-2492230	 	Delaware	 	NC	 	360
	441.	 	OHI Asset (NC) Warsaw, LLC	 	Hold	 	Delaware	 	—	 	754


 




    	 	14	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	442.	 	OHI Asset (NC) Waynesville, LLC	 	32-0493579	 	Delaware	 	North Carolina	 	694
	443.	 	OHI Asset (NC) Wilmington, LLC	 	38-4001708	 	Delaware	 	North Carolina	 	695
	444.	 	OHI Asset (NC) Winston Salem, LLC	 	32-0493698	 	Delaware	 	North Carolina	 	696
	445.	 	OHI Asset (NJ) Plainsboro, LLC	 	61-1800018	 	Delaware	 	—	 	714
	446.	 	OHI Asset (NY) 2nd Avenue, LLC	 	30-0874937	 	Delaware	 	NY	 	626
	447.	 	OHI Asset (NY) 93rd Street, LLC	 	32-0470120	 	Delaware	 	NY	 	640
	448.	 	OHI Asset (OH) Huber Heights, LLC	 	36-4830903	 	Delaware	 	Ohio	 	670
	449.	 	OHI Asset (OH) Lender, LLC	 	51-0529744	 	Delaware	 	—	 	94
	450.	 	OHI Asset (OH) New London, LLC	 	36-4831126	 	Delaware	 	Ohio	 	671
	451.	 	OHI Asset (OH) Steubenville, LLC	 	30-0922159	 	Delaware	 	Ohio	 	672
	452.	 	OHI Asset (OH) Toledo, LLC	 	35-2555519	 	Delaware	 	Ohio	 	673
	453.	 	OHI Asset (OH) West Carrollton, LLC	 	35-2555884	 	Delaware	 	Ohio	 	674
	454.	 	OHI Asset (OH), LLC	 	04-3759938	 	Delaware	 	OH, PA	 	96
	455.	 	OHI Asset (OR) Portland, LLC	 	30-0805633	 	Delaware	 	OR	 	361
	456.	 	OHI Asset (OR) Troutdale, LLC	 	47-2564223	 	Delaware	 	OR	 	410
	457.	 	OHI Asset (PA) GP, LLC	 	47-2553542	 	Delaware	 	PA	 	412
	458.	 	OHI Asset (PA) West Mifflin, LP	 	30-0852028	 	Delaware	 	PA	 	411
	459.	 	OHI Asset (PA), LLC	 	90-0137715	 	Delaware	 	OH, PA, WV	 	98
	460.	 	OHI Asset (PA), LP	 	54-6643405	 	Maryland	 	OH, PA, WV	 	97
	461.	 	OHI Asset (SC) Aiken, LLC	 	46-4426281	 	Delaware	 	SC	 	362
	462.	 	OHI Asset (SC) Anderson, LLC	 	46-4455254	 	Delaware	 	SC	 	363
	463.	 	OHI Asset (SC) Easley Anne, LLC	 	46-4475177	 	Delaware	 	SC	 	364
	464.	 	OHI Asset (SC) Easley Crestview, LLC	 	46-4489507	 	Delaware	 	SC	 	365
	465.	 	OHI Asset (SC) Edgefield, LLC	 	46-4494366	 	Delaware	 	SC	 	366
	466.	 	OHI Asset (SC) Five Forks, LLC	 	35-2556486	 	Delaware	 	SC	 	657
	467.	 	OHI Asset (SC) Greenville Cottages, LLC	 	36-4848059	 	Delaware	 	 	 	717
	468.	 	OHI Asset (SC) Greenville Griffith, LLC	 	46-4510885	 	Delaware	 	SC	 	367
	469.	 	OHI Asset (SC) Greenville Laurens, LLC	 	46-4524387	 	Delaware	 	SC	 	368
	470.	 	OHI Asset (SC) Greenville North, LLC	 	46-4538349	 	Delaware	 	SC	 	369
	471.	 	OHI Asset (SC) Greenville, LLC	 	47-1053139	 	Delaware	 	—	 	402
	472.	 	OHI Asset (SC) Greer, LLC	 	46-4551649	 	Delaware	 	SC	 	370
	473.	 	OHI Asset (SC) Marietta, LLC	 	46-4569172	 	Delaware	 	SC	 	371


 




    	 	15	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	474.	 	OHI Asset (SC) McCormick, LLC	 	46-4597938	 	Delaware	 	SC	 	372
	475.	 	OHI Asset (SC) Orangeburg, LLC	 	47-1034331	 	Delaware	 	—	 	403
	476.	 	OHI Asset (SC) Pickens East Cedar, LLC	 	46-4613823	 	Delaware	 	SC	 	373
	477.	 	OHI Asset (SC) Pickens Rosemond, LLC	 	46-4629569	 	Delaware	 	SC	 	374
	478.	 	OHI Asset (SC) Piedmont, LLC	 	46-4640288	 	Delaware	 	SC	 	375
	479.	 	OHI Asset (SC) Simpsonville SE Main, LLC	 	46-4682098	 	Delaware	 	SC	 	376
	480.	 	OHI Asset (SC) Simpsonville West Broad, LLC	 	46-4695995	 	Delaware	 	SC	 	377
	481.	 	OHI Asset (SC) Simpsonville West Curtis, LLC	 	46-4712666	 	Delaware	 	SC	 	378
	482.	 	OHI Asset (TN) Bartlett, LLC	 	46-4727889	 	Delaware	 	TN	 	379
	483.	 	OHI Asset (TN) Byrdstown, LLC	 	61-1831984	 	Delaware	 	Tennessee	 	749
	484.	 	OHI Asset (TN) Cleveland, LLC	 	61-1813463	 	Delaware	 	Tennessee	 	731
	485.	 	OHI Asset (TN) Collierville, LLC	 	46-4738239	 	Delaware	 	TN	 	380
	486.	 	OHI Asset (TN) Columbia, LLC	 	32-0516808	 	Delaware	 	Tennessee	 	732
	487.	 	OHI Asset (TN) Elizabethton, LLC	 	61-1813908	 	Delaware	 	Tennessee	 	733
	488.	 	OHI Asset (TN) Erin, LLC	 	37-1854138	 	Delaware	 	Tennessee	 	750
	489.	 	OHI Asset (TN) Greeneville, LLC	 	30-0983221	 	Delaware	 	Tennessee	 	751
	490.	 	OHI Asset (TN) Harriman, LLC	 	38-4034208	 	Delaware	 	Tennessee	 	752
	491.	 	OHI Asset (TN) Jamestown, LLC	 	38-4016849	 	Delaware	 	Tennessee	 	719
	492.	 	OHI Asset (TN) Jefferson City, LLC	 	61-1750374	 	Delaware	 	TN	 	408
	493.	 	OHI Asset (TN) Memphis - 1150 Dovecrest, LLC	 	35-2583544	 	Delaware	 	Tennessee	 	734
	494.	 	OHI Asset (TN) Memphis, LLC	 	46-4750926	 	Delaware	 	TN	 	381
	495.	 	OHI Asset (TN) Monteagle, LLC	 	30-0965822	 	Delaware	 	Tennessee	 	735
	496.	 	OHI Asset (TN) Monterey, LLC	 	37-1840044	 	Delaware	 	Tennessee	 	718
	497.	 	OHI Asset (TN) Mountain City, LLC	 	32-0517221	 	Delaware	 	Tennessee	 	736
	498.	 	OHI Asset (TN) Nashville, LLC	 	38-4025804	 	Delaware	 	Tennessee	 	737
	499.	 	OHI Asset (TN) Pigeon Forge, LLC	 	32-0517505	 	Delaware	 	Tennessee	 	738
	500.	 	OHI Asset (TN) Ridgely, LLC	 	61-1833504	 	Delaware	 	Tennessee	 	753
	501.	 	OHI Asset (TN) Rockwood, LLC	 	37-1848839	 	Delaware	 	Tennessee	 	739
	502.	 	OHI Asset (TN) Rogersville - 109 Highway 70 North, LLC	 	37-1849143	 	Delaware	 	Tennessee	 	740
	503.	 	OHI Asset (TN) Rogersville, LLC	 	38-3954783	 	Delaware	 	TN	 	418
	504.	 	OHI Asset (TN) South Pittsburg, LLC	 	37-1849072	 	Delaware	 	Tennessee	 	741
	505.	 	OHI Asset (TN) Spring City, LLC	 	30-0967112	 	Delaware	 	Tennessee	 	742


 




    	 	16	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	506.	 	OHI Asset (TN) Westmoreland, LLC	 	30-0967372	 	Delaware	 	Tennessee	 	743
	507.	 	OHI Asset (TX) Anderson, LLC	 	46-4764905	 	Delaware	 	Texas	 	382
	508.	 	OHI Asset (TX) Athens, LLC	 	30-0939066	 	Delaware	 	Texas	 	653
	509.	 	OHI Asset (TX) Bryan, LLC	 	46-4781488	 	Delaware	 	Texas	 	383
	510.	 	OHI Asset (TX) Burleson, LLC	 	46-4795498	 	Delaware	 	Texas	 	384
	511.	 	OHI Asset (TX) College Station, LLC	 	46-4805289	 	Delaware	 	Texas	 	385
	512.	 	OHI Asset (TX) Comfort, LLC	 	46-4815908	 	Delaware	 	Texas	 	386
	513.	 	OHI Asset (TX) Diboll, LLC	 	46-4843528	 	Delaware	 	Texas	 	387
	514.	 	OHI Asset (TX) Eastland, LLC	 	Hold	 	Delaware	 	—	 	755
	515.	 	OHI Asset (TX) Granbury, LLC	 	46-4852513	 	Delaware	 	Texas	 	388
	516.	 	OHI Asset (TX) Hillsboro, LLC	 	TBD	 	Delaware	 	—	 	744
	517.	 	OHI Asset (TX) Hondo, LLC	 	46-1346058	 	Delaware	 	Texas	 	307
	518.	 	OHI Asset (TX) Italy, LLC	 	46-4873054	 	Delaware	 	Texas	 	389
	519.	 	OHI Asset (TX) Longview, LLC	 	61-1792814	 	Delaware	 	Texas	 	654
	520.	 	OHI Asset (TX) Schertz, LLC	 	30-0890365	 	Delaware	 	Texas	 	648
	521.	 	OHI Asset (TX) Winnsboro ALF, LLC	 	37-1827008	 	Delaware	 	Texas	 	655
	522.	 	OHI Asset (TX) Winnsboro, LLC	 	46-4881288	 	Delaware	 	Texas	 	390
	523.	 	OHI Asset (TX), LLC	 	04-3759927	 	Delaware	 	Texas	 	100
	524.	 	OHI Asset (UT) Ogden, LLC	 	46-4903181	 	Delaware	 	UT	 	391
	525.	 	OHI Asset (UT) Provo, LLC	 	46-4915063	 	Delaware	 	UT	 	392
	526.	 	OHI Asset (UT) Roy, LLC	 	46-4931511	 	Delaware	 	UT	 	393
	527.	 	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC	 	30-0924115	 	Delaware	 	Virginia	 	675
	528.	 	OHI Asset (VA) Charlottesville, LLC	 	46-4945417	 	Delaware	 	VA	 	394
	529.	 	OHI Asset (VA) Chesapeake, LLC	 	61-1791025	 	Delaware	 	Virginia	 	697
	530.	 	OHI Asset (VA) Farmville, LLC	 	46-4955482	 	Delaware	 	VA	 	395
	531.	 	OHI Asset (VA) Galax, LLC	 	61-1791162	 	Delaware	 	Virginia	 	698
	532.	 	OHI Asset (VA) Hillsville, LLC	 	46-4987367	 	Delaware	 	VA	 	396
	533.	 	OHI Asset (VA) Madison, LLC	 	36-4835627	 	Delaware	 	Virginia	 	699
	534.	 	OHI Asset (VA) Martinsville ALF, LLC 	 	61-1769745	 	Delaware	 	VA	 	643
	535.	 	OHI Asset (VA) Martinsville SNF, LLC 	 	37-1791389	 	Delaware	 	VA	 	644
	536.	 	OHI Asset (VA) Mechanicsville, LLC	 	38-4002156	 	Delaware	 	Virginia	 	700
	537.	 	OHI Asset (VA) Midlothian, LLC	 	37-1808599	 	Delaware	 	Virginia	 	652


 




    	 	17	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	538.	 	OHI Asset (VA) Norfolk, LLC	 	32-0494147	 	Delaware	 	Virginia	 	701
	539.	 	OHI Asset (VA) Portsmouth, LLC	 	36-4835789	 	Delaware	 	Virginia	 	702
	540.	 	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC	 	38-3993910	 	Delaware	 	Virginia	 	676
	541.	 	OHI Asset (VA) Richmond - 9101 Bon Air, LLC	 	36-4831548	 	Delaware	 	Virginia	 	677
	542.	 	OHI Asset (VA) Rocky Mount, LLC	 	46-5002710	 	Delaware	 	VA	 	397
	543.	 	OHI Asset (VA) Suffolk, LLC	 	61-1791714	 	Delaware	 	Virginia	 	703
	544.	 	OHI Asset (WA) Battle Ground, LLC	 	46-5006928	 	Delaware	 	WA	 	398
	545.	 	OHI Asset (WA) Fort Vancouver, LLC 	 	36-4817415	 	Delaware	 	Washington	 	642
	546.	 	OHI Asset (WV) Danville, LLC	 	47-1084194	 	Delaware	 	—	 	404
	547.	 	OHI Asset (WV) Ivydale, LLC	 	47-1112048	 	Delaware	 	—	 	405
	548.	 	OHI Asset CHG ALF, LLC	 	38-3945599	 	Delaware	 	Pennsylvania	 	409
	549.	 	OHI Asset C-L, LLC	 	37-1800240	 	Delaware	 	—	 	661
	550.	 	OHI Asset CSB LLC	 	27-2820083	 	Delaware	 	—	 	148
	551.	 	OHI Asset CSE-E Subsidiary, LLC	 	61-1756267	 	Delaware	 	Pennsylvania	 	419
	552.	 	OHI Asset CSE-E, LLC	 	27-1675861	 	Delaware	 	Pennsylvania	 	102
	553.	 	OHI Asset CSE-U Subsidiary, LLC	 	32-0459385	 	Delaware	 	Pennsylvania	 	420
	554.	 	OHI Asset CSE-U, LLC	 	27-1675768	 	Delaware	 	Pennsylvania	 	103
	555.	 	OHI Asset DB Collateral Agent, LLC	 	61-1774325	 	Delaware	 	—	 	651
	556.	 	OHI Asset HUD CFG, LLC	 	45-3662151	 	Delaware	 	—	 	261
	557.	 	OHI Asset HUD Delta, LLC	 	27-1895030	 	Delaware	 	—	 	105
	558.	 	OHI Asset HUD H-F, LLC	 	27-1894893	 	Delaware	 	—	 	106
	559.	 	OHI Asset HUD SF CA, LLC	 	46-1251365	 	Delaware	 	North Carolina	 	306
	560.	 	OHI Asset HUD SF, LLC	 	80-0830116	 	Delaware	 	Arizona	 	284
	561.	 	OHI Asset HUD WO, LLC	 	45-2379675	 	Delaware	 	—	 	259
	562.	 	OHI Asset II (CA), LLC	 	20-1000879	 	Delaware	 	California	 	107
	563.	 	OHI Asset II (FL), LLC	 	27-1813906	 	Delaware	 	Florida	 	108
	564.	 	OHI Asset II (PA), LP	 	84-6390330	 	Maryland	 	Pennsylvania	 	109
	565.	 	OHI Asset III (PA), LP	 	84-6390331	 	Maryland	 	Ohio, Pennsylvania	 	110
	566.	 	OHI Asset IV (PA) Silver Lake, LP	 	80-6146794	 	Maryland	 	Pennsylvania	 	111
	567.	 	OHI Asset Management, LLC	 	36-4798979	 	Delaware	 	NM, WA	 	417
	568.	 	OHI Asset RO PMM Services, LLC	 	46-4309941	 	Delaware	 	—	 	399
	569.	 	OHI Asset RO, LLC	 	90-1018980	 	Delaware	 	—	 	336


 




    	 	18	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	570.	 	OHI Asset S-A, LLC	 	30-0914357	 	Delaware	 	—	 	664
	571.	 	OHI Asset S-W, LLC	 	30-0949474	 	Delaware	 	FL, KY, TN	 	713
	572.	 	OHI Asset, LLC	 	32-0079270	 	Delaware	 	AL, NC, TN, WA	 	112
	573.	 	OHI Beaumont Park Ltd	 	98-1239627	 	UK Reg.: 03213741	 	—	 	636
	574.	 	OHI Healthcare Homes (Central) Ltd	 	98-1240172	 	UK Reg. No.: 03995046	 	—	 	635
	575.	 	OHI Healthcare Homes Ltd	 	98-1239396	 	UK Reg. No.: 05029866	 	—	 	631
	576.	 	OHI Healthcare Properties Holdco, Inc.	 	47-2148273	 	Delaware	 	—	 	406
	577.	 	OHI Healthcare Properties Limited Partnership	 	36-4796206	 	Delaware	 	Maryland	 	407
	578.	 	OHI Hillings Ltd	 	98-1239389	 	UK Reg. No.: 03995388	 	—	 	639
	579.	 	OHI Home Close Ltd	 	98-1239635	 	UK Reg. No.: 03995398	 	—	 	637
	580.	 	OHI Home Meadow Ltd	 	98-1239912	 	UK Reg. No.: 03995378	 	—	 	638
	581.	 	OHI LSC Properties (UK) Ltd	 	98-1290563	 	
        UK Reg. No:

        8449394
	 	—	 	708
	582.	 	OHI Malthouse Care Home Ltd	 	98-1293639	 	UK Reg. No.:  9960319	 	—	 	705
	583.	 	OHI Manor House (North Walsham Wood) Ltd	 	98-1239621	 	UK Reg. No: 03808976	 	—	 	632
	584.	 	OHI Mezz Lender, LLC	 	46-3201249	 	Delaware	 	—	 	325
	585.	 	OHI Olive House RCH Ltd	 	98-1240196	 	UK Reg. No.: 05599571	 	—	 	634
	586.	 	OHI Park House Care Home Ltd	 	98-1293412	 	UK Reg. No.:  9940512	 	—	 	706
	587.	 	OHI PC Investments (Jersey) Ltd	 	98-1289680	 	Jersey Reg. No.: 102713	 	—	 	710
	588.	 	OHI Pri-Med Care Homes Ltd	 	98-1239394	 	UK Reg. No.: 02939745	 	—	 	630
	589.	 	OHI Pri-Med Group Developments Ltd	 	98-1240500	 	UK Reg. No.: 02467049	 	—	 	629
	590.	 	OHI Pri-Med Group Ltd	 	98-1239392	 	UK Reg. No. 01241402	 	—	 	628
	591.	 	OHI Tennessee, LLC	 	38-3509157	 	Maryland	 	TN	 	115
	592.	 	OHI UK Healthcare Properties Ltd	 	98-1240197	 	UK Reg. No.: 09532166	 	—	 	627
	593.	 	OHI-LG Asset Management, LLC	 	32-0508562	 	Delaware	 	—	 	721
	594.	 	OHI-LG Investment, LLC	 	37-1838844	 	Delaware	 	—	 	720
	595.	 	OHIMA, LLC	 	06-1552118	 	Massachusetts	 	—	 	116
	596.	 	Ohio Aviv Three, L.L.C.	 	27-5082021	 	Delaware	 	OH	 	555
	597.	 	Ohio Aviv Two, L.L.C.	 	27-5081906	 	Delaware	 	OH	 	556
	598.	 	Ohio Aviv, L.L.C.	 	36-4597043	 	Delaware	 	OH	 	557


 




    	 	19	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	599.	 	Ohio Indiana Property, L.L.C.	 	36-4764623	 	Delaware	 	OH, IN	 	558
	600.	 	Ohio Pennsylvania Property, L.L.C.	 	32-0350654	 	Delaware	 	OH, PA	 	559
	601.	 	Oklahoma Two Property, L.L.C.	 	37-1695177	 	Delaware	 	OK	 	560
	602.	 	Oklahoma Warr Wind, L.L.C.	 	38-3886603	 	Delaware	 	OK	 	561
	603.	 	Omaha Associates, L.L.C.	 	36-4572019	 	Delaware	 	NE	 	562
	604.	 	Omega TRS I, Inc.	 	38-3587540	 	Maryland	 	LA, TX	 	118
	605.	 	Orange ALF Property, L.L.C.	 	27-4083471	 	Delaware	 	CT	 	563
	606.	 	Orange Village Care Center, LLC	 	34-1321728	 	Ohio	 	—	 	119
	607.	 	Orange, L.L.C.	 	36-4095365	 	Illinois	 	TX	 	564
	608.	 	Oregon Associates, L.L.C.	 	36-4572024	 	Delaware	 	OR	 	565
	609.	 	Oso Avenue Property, L.L.C.	 	30-0767014	 	Delaware	 	CA	 	566
	610.	 	Ostrom Avenue Property, L.L.C.	 	32-0457123	 	Delaware	 	TX	 	567
	611.	 	Palm Valley Senior Care, LLC	 	75-3153681	 	Arizona	 	—	 	310
	612.	 	Panama City Nursing Center LLC	 	20-2568041	 	Delaware	 	FL	 	121
	613.	 	Pavillion North Partners, LLC	 	47-3255261	 	Pennsylvania	 	—	 	421
	614.	 	Pavillion North, LLP	 	75-3202956	 	Pennsylvania	 	—	 	124
	615.	 	Pavillion Nursing Center North, LLC	 	47-3259540	 	Pennsylvania	 	—	 	422
	616.	 	Peabody Associates Two, L.L.C.	 	27-5346222	 	Delaware	 	KS	 	568
	617.	 	Peabody Associates, L.L.C.	 	36-4572029	 	Delaware	 	KS	 	569
	618.	 	Pennington Road Property, L.L.C.	 	36-4768380	 	Delaware	 	AR	 	570
	619.	 	Pensacola Real Estate Holdings I, LLC	 	59-3667935	 	Florida	 	—	 	249
	620.	 	Pensacola Real Estate Holdings II, LLC	 	59-3667937	 	Florida	 	—	 	250
	621.	 	Pensacola Real Estate Holdings III, LLC	 	59-3667939	 	Florida	 	—	 	251
	622.	 	Pensacola Real Estate Holdings IV, LLC	 	59-3667940	 	Florida	 	—	 	252
	623.	 	Pensacola Real Estate Holdings V, LLC	 	59-3667941	 	Florida	 	—	 	253
	624.	 	Pocatello Idaho Property, L.L.C.	 	35-2449870	 	Delaware	 	ID	 	571
	625.	 	Pomona Vista L.L.C.	 	36-4111095	 	Illinois	 	CA	 	572
	626.	 	Prescott Arkansas, L.L.C.	 	04-3835264	 	Delaware	 	AR	 	573
	627.	 	PV Realty-Clinton, LLC	 	26-4389743	 	Maryland	 	—	 	262
	628.	 	PV Realty-Holly Hill, LLC	 	74-3244463	 	Maryland	 	—	 	265
	629.	 	PV Realty-Kensington, LLC	 	26-4389837	 	Maryland	 	—	 	263
	630.	 	PV Realty-Willow Tree, LLC	 	27-0328038	 	Maryland	 	WV	 	264


 




    	 	20	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	631.	 	Raton Property Limited Company	 	36-4111094	 	New Mexico	 	—	 	574
	632.	 	Ravenna Ohio Property, L.L.C.	 	61-1692048	 	Delaware	 	OH	 	575
	633.	 	Red Rocks, L.L.C.	 	36-4192351	 	Illinois	 	NM	 	576
	634.	 	Richland Washington, L.L.C.	 	26-0081509	 	Delaware	 	WA	 	577
	635.	 	Ridgecrest Senior Care, LLC	 	20-1998988	 	Arizona	 	—	 	311
	636.	 	Riverside Nursing Home Associates Two, L.L.C.	 	27-3524946	 	Delaware	 	CA	 	578
	637.	 	Riverside Nursing Home Associates, L.L.C.	 	36-4340184	 	Delaware	 	CA	 	579
	638.	 	Rockingham Drive Property, L.L.C.	 	35-2485732	 	Delaware	 	TX	 	580
	639.	 	Rose Baldwin Park Property L.L.C.	 	36-4111092	 	Illinois	 	CA	 	581
	640.	 	S.C. Portfolio Property, L.L.C.	 	32-0457621	 	Delaware	 	SC	 	582
	641.	 	Salem Associates, L.L.C.	 	36-4572028	 	Delaware	 	IL	 	583
	642.	 	San Juan NH Property, LLC	 	11-3714511	 	Delaware	 	WA	 	584
	643.	 	Sandalwood Arkansas Property, L.L.C.	 	61-1665105	 	Delaware	 	AR	 	585
	644.	 	Santa Ana-Bartlett, L.L.C.	 	36-4212739	 	Illinois	 	CA	 	586
	645.	 	Santa Fe Missouri Associates, L.L.C.	 	36-4165126	 	Illinois	 	MO	 	587
	646.	 	Savoy/Bonham Venture, L.L.C.	 	36-4572026	 	Delaware	 	TX	 	588
	647.	 	Searcy Aviv, L.L.C.	 	38-3779442	 	Delaware	 	AR	 	589
	648.	 	Sedgwick Properties, L.L.C.	 	36-4694767	 	Delaware	 	KS	 	590
	649.	 	Seguin Texas Property, L.L.C.	 	35-2456377	 	Delaware	 	TX	 	591
	650.	 	Sierra Ponds Property, L.L.C.	 	38-3888430	 	Delaware	 	CA	 	592
	651.	 	Skyler Boyington, LLC	 	42-1572543	 	Mississippi	 	—	 	254
	652.	 	Skyler Florida, LLC	 	64-0821299	 	Mississippi	 	FL	 	255
	653.	 	Skyler Maitland LLC	 	20-3888672	 	Delaware	 	FL	 	133
	654.	 	Skyler Pensacola, LLC	 	59-3561064	 	Florida	 	—	 	256
	655.	 	Skyview Associates, L.L.C.	 	36-4572023	 	Delaware	 	ID	 	593
	656.	 	SLC Property Investors, LLC	 	32-0265175	 	Delaware	 	—	 	283
	657.	 	Southeast Missouri Property, L.L.C.	 	27-3502072	 	Delaware	 	MO	 	594
	658.	 	Southern California Nevada, L.L.C.	 	30-0705746	 	Delaware	 	CA, NV	 	595
	659.	 	St. Joseph Missouri Property, L.L.C.	 	36-4786588	 	Delaware	 	MO	 	596
	660.	 	St. Mary’s Properties, LLC	 	20-1914905	 	Ohio	 	—	 	135
	661.	 	Star City Arkansas, L.L.C.	 	43-2089308	 	Delaware	 	AR	 	597
	662.	 	STBA Properties, L.L.C.	 	37-1746483	 	Delaware	 	—	 	598


 




    	 	21	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	663.	 	Stephenville Texas Property, L.L.C.	 	46-5421870	 	Delaware	 	TX	 	599
	664.	 	Sterling Acquisition, LLC	 	38-3207992	 	Kentucky	 	AL, AR, FL, OH, TN, TX, WV	 	136
	665.	 	Stevens Avenue Property, L.L.C.	 	35-2446030	 	Delaware	 	KY	 	600
	666.	 	Sun-Mesa Properties, L.L.C.	 	36-4047650	 	Illinois	 	AZ	 	601
	667.	 	Suwanee, LLC	 	20-5223977	 	Delaware	 	FL	 	138
	668.	 	Texas Fifteen Property, L.L.C.	 	35-2437626	 	Delaware	 	TX	 	602
	669.	 	Texas Four Property, L.L.C.	 	46-5459201	 	Delaware	 	TX	 	603
	670.	 	Texas Lessor - Stonegate GP, LLC	 	32-0008071	 	Maryland	 	TX	 	139
	671.	 	Texas Lessor - Stonegate Limited, LLC	 	32-0008072	 	Maryland	 	—	 	140
	672.	 	Texas Lessor - Stonegate, LP	 	32-0008073	 	Maryland	 	TX	 	141
	673.	 	Texhoma Avenue Property, L.L.C.	 	35-2470607	 	Delaware	 	CA	 	604
	674.	 	The Suburban Pavilion, LLC	 	34-1035431	 	Ohio	 	—	 	143
	675.	 	Tujunga, L.L.C.	 	36-4389732	 	Delaware	 	CA	 	605
	676.	 	Tulare County Property, L.L.C.	 	46-5446413	 	Delaware	 	CA	 	606
	677.	 	Twinsburg Ohio Property, L.L.C.	 	37-1763327	 	Delaware	 	OH	 	607
	678.	 	VRB Aviv, L.L.C.	 	76-0802032	 	Delaware	 	CA	 	608
	679.	 	Washington Idaho Property, L.L.C.	 	61-1743318	 	Delaware	 	WA, ID	 	609
	680.	 	Washington Lessor - Silverdale, LLC	 	56-2386887	 	Maryland	 	WA	 	144
	681.	 	Washington-Oregon Associates, L.L.C.	 	36-4192347	 	Illinois	 	WA, OR	 	610
	682.	 	Watauga Associates, L.L.C.	 	36-4163268	 	Illinois	 	TX	 	611
	683.	 	Wellington Leasehold, L.L.C.	 	27-3971187	 	Delaware	 	KS	 	612
	684.	 	West Pearl Street, L.L.C.	 	81-0637081	 	Delaware	 	CA	 	613
	685.	 	West Yarmouth Property I, L.L.C.	 	46-5495346	 	Delaware	 	MA	 	614
	686.	 	West Yarmouth Property II, L.L.C.	 	46-5528008	 	Delaware	 	MA	 	615
	687.	 	Westerville Ohio Office Property, L.L.C.	 	32-0452280	 	Delaware	 	OH	 	616
	688.	 	Weston ALF Property, L.L.C.	 	46-5472581	 	Delaware	 	MA	 	617
	689.	 	Wheeler Healthcare Associates, L.L.C.	 	74-2752353	 	Texas	 	—	 	618
	690.	 	Whitlock Street Property, L.L.C.	 	32-0419832	 	Delaware	 	IN	 	619
	691.	 	Wilcare, LLC	 	26-0110550	 	Ohio	 	—	 	147
	692.	 	Willis Texas Aviv, L.L.C.	 	37-1522942	 	Delaware	 	TX	 	620
	693.	 	Yuba Aviv, L.L.C.	 	11-3750228	 	Delaware	 	VA	 	621


 




    	 	22	 



     


    

 


	 	 	Subsidiary
    Name	 	FEIN	 	Home

    State	 	Foreign
    Qualification(s)	 	Chart
    Ref.

    #
	694.	 	GCH (Queensway) Limited	 	98-1356911	 	UK Reg. No.: 05267803	 	—	 	 
	695.	 	Gold Care Holdings Limited	 	98-1356636	 	UK Reg. No.: 05162922	 	—	 	 
	696.	 	GCH (Bletchley) Ltd	 	98-1358774	 	UK Reg. No.: 07145646	 	—	 	 
	697.	 	GCH (Brackenbridge House) Ltd	 	98-1358211	 	UK Reg. No.: 07256725	 	—	 	 
	698.	 	GCH (Burrows House) Limited	 	98-1359119	 	UK Reg. No.: 08129379	 	—	 	 
	699.	 	GCH (Halcyon Days) Ltd	 	98-1359468	 	UK Reg. No.: 01841003	 	—	 	 
	700.	 	GCH (Harrow) Ltd	 	98-1361232	 	UK Reg. No.: 07256677	 	—	 	 
	701.	 	GCH (Heath Lodge) Limited	 	98-1359736	 	UK Reg. No.: 04784436	 	—	 	 
	702.	 	GCH (Hillside) Ltd	 	98-1359973	 	UK Reg. No.: 05780312	 	—	 	 
	703.	 	GCH (Kent) Ltd	 	98-1360335	 	UK Reg. No.: 06381706	 	—	 	 
	704.	 	GCH (Lucton House) Limited	 	98-1360374	 	UK Reg. No.: 08129360	 	—	 	 
	705.	 	GCH (Manor House) Limited	 	98-1360815	 	UK Reg. No.: 08129402	 	—	 	 
	706.	 	GCH (Martins House) Limited	 	98-1360971	 	UK Reg. No.: 07868202	 	—	 	 
	707.	 	GCH (Peregrine House) Limited	 	98-1361484	 	UK Reg. No.: 08129404	 	—	 	 
	708.	 	GCH (St Stephens) Ltd	 	98-1361803	 	UK Reg. No.: 07652840	 	—	 	 
	709.	 	GCH (Tudors) Limited	 	98-1361972	 	UK Reg. No.: 07961622	 	—	 	 
	710.	 	GCH (West Drayton) Ltd	 	98-1362060	 	UK Reg. No.: 07604725	 	—	 	 
	711.	 	GCH (Willowmead) Limited	 	98-1362175	 	UK Reg. No.: 02423345	 	—	 	 


 


*      *      *


 




    	 	23	 



     


    

 


Schedule 5.20


 


CONSOLIDATED PARTIES


 


SEE SCHEDULE 5.11


 




     


     


    

 


Schedule 7.01


 


LIENS


 


Braswell Indebtedness


 




     


     


    

 


Schedule 7.02


 


INDEBTEDNESS


 







     


     


    

 




 


Schedule 7.02


INDEBTEDNESS


 


	UNSECURED INDEBTEDNESS	 	 	 	 	 	 	 	 	 	 
	Description	 	Current
    Obligor	 	Maturity
    Date	 	Interest

    Rate	 	 	Current
    Balance
 @ 4/30/2017	 
	4.95% Senior Notes due 2024	 	Omega Healthcare Investors, Inc.	 	4/1/2024	 	 	4.950	%	 	 	400,000,000	 
	4.50% Senior Notes due 2025	 	Omega Healthcare Investors, Inc.	 	1/15/2025	 	 	4.50	%	 	 	250,000,000	 
	4.50% Senior Notes due 2025	 	Omega Healthcare Investors, Inc.	 	1/15/2025	 	 	4.50	%	 	 	150,000,000	 
	4.50% Senior Notes due 2027	 	Omega Healthcare Investors, Inc.	 	4/1/2027	 	 	4.50	%	 	 	700,000,000	 
	5.25% Senior Notes due 2026	 	Omega Healthcare Investors, Inc.	 	1/15/2026	 	 	5.25	%	 	 	600,000,000	 
	4.75% Senior Notes due 2028	 	Omega Healthcare Investors, Inc.	 	1/15/2028	 	 	4.75	%	 	 	550,000,000	 
	4.375% Senior Notes due 2023	 	Omega Healthcare Investors, Inc.	 	8/1/2023	 	 	4.375	%	 	 	700,000,000	 
	2015 Term Loan 2022	 	Omega Healthcare Investors, Inc.	 	12/16/2022	 	 	3.80	%	 	 	250,000,000	 
	Civitas – Note Payable	 	Omega Healthcare Investors, Inc.	 	4/20/2018	 	 	-	 	 	 	1,500,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	 	9.00	%	 	 	4,000,000	 
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	 	9.00	%	 	 	4,000,000	 
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	 	9.00	%	 	 	4,000,000	 
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	 	9.00	%	 	 	4,000,000	 
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	 	9.00	%	 	 	4,000,000	 



 


	SECURED INDEBTEDNESS	 	 	 	 	 	 	 	 	 	 
	Description	 	Current
    Obligor	 	Maturity
    Date	 	Interest

    Rate	 	 	Current
    Balance
 @ 4/30/2017	 
	 	 	 	 	 	 	 	 	 	 	 
	CFG - Arkansas Properties	 	 	 	 	 	 	 	 	 	 	 	 
	Department of Housing and Urban Development Note	 	700 Mark Drive, LLC (Southern Heritage)	 	7/1/2044	 	 	3.20	%	 	 	2,182,077	 
	Department of Housing and Urban Development Note	 	1194 North Chester Street, LLC (The Woods at Monticello)	 	7/1/2044	 	 	3.00	%	 	 	4,906,921	 
	Department of Housing and Urban Development Note	 	1149 & 1151 West New Hope Road, LLC (New Hope)	 	7/1/2044	 	 	3.00	%	 	 	4,115,796	 
	Department of Housing and Urban Development Note	 	228 Pointer Trail West, LLC (Pointer Trail)	 	7/1/2044	 	 	3.09	%	 	 	4,873,027	 
	Department of Housing and Urban Development Note	 	900 Magnolia Road SW, LLC (Pine Hills)	 	7/1/2044	 	 	3.20	%	 	 	1,809,469	 
	Department of Housing and Urban Development Note	 	1101 Waterwell Road, LLC (Pinewood)	 	7/1/2044	 	 	3.20	%	 	 	4,511,891	 
	Department of Housing and Urban Development Note	 	115 Orendorff Avenue, LLC (Apple Ridge)	 	7/1/2044	 	 	3.20	%	 	 	4,294,935	 
	Department of Housing and Urban Development Note	 	1040 Wedding Ford Road, LLC (Seven Springs)	 	7/1/2044	 	 	3.00	%	 	 	2,644,426	 
	Department of Housing and Urban Development Note	 	202 Tims Avenue, LLC (Bristol Pointe)	 	7/1/2044	 	 	3.00	%	 	 	8,597,552	 
	Department of Housing and Urban Development Note	 	1401 Park Avenue, LLC (Canyon Springs)	 	7/1/2044	 	 	3.00	%	 	 	5,613,141	 
	Department of Housing and Urban Development Note	 	3600 Richards Road, LLC (Premier)	 	7/1/2044	 	 	3.00	%	 	 	6,142,118	 
	Department of Housing and Urban Development Note	 	2701 Twin Rivers Drive, LLC (Courtyard Gardens)	 	7/1/2044	 	 	3.09	%	 	 	4,838,287	 



 




     


     


    



 


Schedule 7.03


 


INVESTMENTS


 


None


 




     


     


    

 


Schedule 7.09


 


NEGATIVE PLEDGES


 


None


 






     


     


    






 


Schedule 10.02


 


NOTICE ADDRESSES


 


Credit Parties:


 


Omega Healthcare Investors, Inc.

303 International Circle, Suite 200

Hunt Valley, Maryland 21030


	Attention:	Daniel J. Booth
	Telephone:	(410) 427-1724
	Facsimile:	(410) 427-8824
	Website:	www.omegahealthcare.com


 


with a copy to:


 


Arnold & Porter Kaye Scholer LLP

250 West 55th Street

New York, New York 10019-9710


	Attention:	John R. Fallon, Jr., Esq.
	Telephone:	(212) 836-8702
	Facsimile:	(212) 836-6802


 


Administrative Agent:


 


For payments and Requests for Credit Extensions:


 


Bank of America NA


101 North Tryon Street


Mail Code: NC1-001-05-46


Charlotte, NC 28255-0001


Attention: Valerie V Gravesandy


Phone: 980-387-2469


Fax: 704-409-0169


Email: valerie.v.gravesandy@baml.com


	ABA #:	026009593
	Account No.:	1366212250600
	Reference:	Omega Healthcare Investors, Inc.


 


For all other Notices:


 


Bank of America, N.A.


Global Corporate Debt Products


100 N. Tryon Street


Mail Code: NC1-007-17-11


Charlotte, North Carolina 28255


	Attention:	Yinghua Zhang
	Telephone:	(980) 387-5915
	Facsimile:	(312) 453-2722


Electronic Mail: yinghua.zhang@baml.com


 




     


     


    

 


with a copy to:


 


Bank of America, N.A.


Agency Management


901 Main Street, 14th Floor


Mail Code: TX1-492-14-19


Dallas, TX 75202


	Attention:	Henry Pennell
	Telephone:	(214) 209-1226
	Facsimile:	(214) 290-9448


Electronic Mail:henry.pennell@baml.com


 


Lenders:


 


Contact information on file with the Administrative Agent.


 




     


     


    

 


Exhibit A


 


FORM OF LOAN NOTICE


 


Date: __________, 20__


 


	To:	Bank of America, N.A., as Administrative Agent
	 	 
	Re:	Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of May 25, 2017, by and among Omega Healthcare Investors, Inc., a Maryland corporation (the “Borrower”), the Guarantors (as defined therein), the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined therein).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.


 


Ladies and Gentlemen:


 


The undersigned hereby requests (select one):


 


	(  ) A Borrowing	(  ) A continuation	 (  ) A conversion 


 


of [Revolving Loans][Term Loans]:


 


		1.	On: _______________, 20__ (which is a Business Day).



 


		2.	In the amount of: ___________________.



 


		3.	Comprised of: ________________ (Type of Loan).



 


		4.	For Eurodollar Loans: with an Interest Period of ______________
months.



 


With respect to any Borrowing or any conversion
or continuation requested herein, the Borrower hereby represents and warrants that (i) in the case of a Borrowing of Revolving
Loans, such request complies with the requirements of Section 2.01(a) of the Credit Agreement, (ii) in the case of a Borrowing
of Term Loans, such request complies with the requirements of Section 2.01(d) of the Credit Agreement and (iii) in the case
of a Borrowing or any conversion or continuation, each of the conditions set forth in Section 2.02 of the Credit Agreement
have been satisfied on and as of the date of such Borrowing or such conversion or continuation.


 


	 	OMEGA HEALTHCARE INVESTORS, INC., 
	 	a Maryland corporation 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




     


     


    

 


Exhibit B-1


 


FORM OF DOLLAR TRANCHE NOTE


 


_____________, 20__


 


FOR VALUE RECEIVED, the undersigned (the
“Borrower”), hereby promises to pay to [INSERT LENDER] or its registered assigns (the “Dollar
Tranche Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal
amount of each Dollar Tranche Loan and/or Swing Line Loan from time to time made by the Dollar Tranche Lender to the Borrower under
that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”),
dated as of May 25, 2017, by and among the Borrower, the Guarantors, the Lenders identified therein and Bank of America, N.A.,
as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.


 


The Borrower promises to pay interest on
the unpaid principal amount of each Dollar Tranche Loan and/or Swing Line Loan from the date of such Dollar Tranche Loan and/or
Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit
Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Dollar Tranche
Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full
when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Note is one of the Notes referred
to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrower, may be declared to be, immediately
due and payable all as provided in the Credit Agreement. Dollar Tranche Loans and/or Swing Line Loans made by the Dollar Tranche
Lender may be evidenced by one or more loan accounts or records maintained by the Dollar Tranche Lender in the ordinary course
of business. The Dollar Tranche Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity
of its Dollar Tranche Loan and/or Swing Line Loan and payments with respect thereto.


 


Except as otherwise provided for in the
Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand
and notice of protest, demand, dishonor and nonpayment of this Note.


 




     


     


    

 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


	 	OMEGA HEALTHCARE INVESTORS, INC.,
	 	a Maryland corporation
	 	 	 
	 	By:	 
	 	Name: 	Daniel J. Booth
	 	Title: 	Chief Operating Officer


 




     


     


    

 


Exhibit B-2


 


FORM OF U.S. TERM NOTE


 


_____________, 20__


 


FOR VALUE RECEIVED, the undersigned (the
“Borrower”), hereby promises to pay to [INSERT LENDER] or its registered assigns (the “U.S.
Term Loan Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the
principal amount of each U.S. Term Loan from time to time made by the U.S. Term Loan Lender to the Borrower under that certain
Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”),
dated as of May 25, 2017, by and among the Borrower, the Guarantors, the Lenders identified therein and Bank of America, N.A.,
as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.


 


The Borrower promises to pay interest on
the unpaid principal amount of each U.S. Term Loan from the date of such U.S. Term Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall
be made to the Administrative Agent for the account of the U.S. Term Loan Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed
at the per annum rate set forth in the Credit Agreement.


 


This Note is one of the Notes referred
to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrower, may be declared to be, immediately
due and payable all as provided in the Credit Agreement. U.S. Term Loans made by the U.S. Term Loan Lender may be evidenced by
one or more loan accounts or records maintained by the U.S. Term Loan Lender in the ordinary course of business. The U.S. Term
Loan Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its U.S. Term Loans and
payments with respect thereto.


 


Except as otherwise provided for in the
Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand
and notice of protest, demand, dishonor and nonpayment of this Note.


 




     


     


    

 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


	 	OMEGA HEALTHCARE INVESTORS, INC.,
	 	a Maryland corporation
	 	 	 
	 	By:	 
	 	Name: 	Daniel J. Booth
	 	Title: 	Chief Operating Officer


 




     


     


    

 


Exhibit B-3


 


FORM OF ALTERNATIVE CURRENCY TRANCHE NOTE


 


_____________, 20__


 


FOR VALUE RECEIVED, the undersigned (the
“Borrower”), hereby promises to pay to [INSERT LENDER] or its registered assigns (the “Alternative
Currency Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the
principal amount of each Alternative Currency Tranche Loan from time to time made by the Alternative Currency Tranche Lender to
the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit
Agreement”), dated as of May 25, 2017, by and among the Borrower, the Guarantors, the Lenders identified therein and
Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided
in the Credit Agreement.


 


The Borrower promises to pay interest on
the unpaid principal amount of each Alternative Currency Tranche Loan from the date of such Alternative Currency Tranche Loan until
such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments
of principal and interest shall be made to the Administrative Agent for the account of the Alternative Currency Tranche Lender
in the applicable Alternative Currency and in Same Day Funds at the Administrative Agent’s Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the
date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Note is one of the Notes referred
to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrower, may be declared to be, immediately
due and payable all as provided in the Credit Agreement. Alternative Currency Tranche Loans made by the Alternative Currency Tranche
Lender may be evidenced by one or more loan accounts or records maintained by the Alternative Currency Tranche Lender in the ordinary
course of business. The Alternative Currency Tranche Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Alternative Currency Tranche Loan and payments with respect thereto.


 


Except as otherwise provided for in the
Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand
and notice of protest, demand, dishonor and nonpayment of this Note.


 




     


     


    

 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


	 	OMEGA HEALTHCARE INVESTORS, INC.,
	 	a Maryland corporation
	 	 	 
	 	By:	 
	 	Name: 	Daniel J. Booth
	 	Title: 	Chief Operating Officer


 




     


     


    

 


Exhibit B-4


 


FORM OF STERLING TERM NOTE


 


_____________, 20__


 


FOR VALUE RECEIVED, the undersigned (the
“Borrower”), hereby promises to pay to [INSERT LENDER] or its registered assigns (the “Sterling
Term Loan Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the
principal amount of each Sterling Term Loan from time to time made by the Sterling Term Loan Lender to the Borrower under that
certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”),
dated as of May 25, 2017, by and among the Borrower, the Guarantors, the Lenders identified therein and Bank of America, N.A.,
as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.


 


The Borrower promises to pay interest on
the unpaid principal amount of each Sterling Term Loan from the date of such Sterling Term Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest
shall be made to the Administrative Agent for the account of the Sterling Term Loan Lender in British Pound Sterling and in Same
Day Funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount
shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Credit Agreement.


 


This Note is one of the Notes referred
to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrower, may be declared to be, immediately
due and payable all as provided in the Credit Agreement. Sterling Term Loans made by the Sterling Term Loan Lender may be evidenced
by one or more loan accounts or records maintained by the Sterling Term Loan Lender in the ordinary course of business. The Sterling
Term Loan Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Sterling Term
Loans and payments with respect thereto.


 


Except as otherwise provided for in the
Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand
and notice of protest, demand, dishonor and nonpayment of this Note.


 




     


     


    

 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


	 	OMEGA HEALTHCARE INVESTORS, INC.,
	 	a Maryland corporation
	 	 	 
	 	By:	 
	 	Name: 	Daniel J. Booth
	 	Title: 	Chief Operating Officer


 




     


     


    

 


Exhibit C


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: __________, 20__ 


 


	To:	Bank of America, N.A., as Administrative Agent
	 	 
	Re:	Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of May 25, 2017, by and among Omega Healthcare Investors, Inc., a Maryland corporation (the “Borrower”), the Guarantors, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent.  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.


 


Ladies and Gentlemen:


 


The undersigned Responsible Officer of
the Borrower hereby certifies as of the date hereof that [he/she] is the _______________ of the Borrower, and that, in [his/her]
capacity as such, [he/she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the
behalf of the Borrower, and that:


 


[Use following paragraph 1 for fiscal year-end financial statements:]


 


[1.             Attached hereto as Schedule 1
is the Form 10-K of the Borrower as required by Section 6.01(a) of the Credit Agreement for the fiscal year of the Borrower
ended as of the above date.]


 


[Use following paragraph 1 for fiscal quarter-end financial
statements:]


 


[1.             Attached hereto as Schedule 1
is the Form 10-Q of the Borrower, as required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the Borrower
ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows
of the Consolidated Parties in accordance with GAAP as at such date and for such period, subject only to normal year-end audit
adjustments and the absence of footnotes.]


 


2.               The undersigned has reviewed and
is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a review of the transactions and condition
(financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.


 


3.               A review of the activities of each
member of the Credit Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Credit Parties have performed and observed in all material respects all their respective
Obligations under the Credit Documents, and


 


[select one:]


 


[to the best knowledge of the undersigned
Responsible Officer during such fiscal period, each of the Credit Parties has performed and observed in all material respects each
covenant and condition of the Credit Documents applicable to it.]


 


[or:]


 




     


     


    

 


[the following covenants or conditions
of the Credit Documents have not been performed or observed in all material respects and the following is a list of any Default
and its nature and status:]


 


4.               The representations and warranties
of the Credit Parties contained in the Credit Agreement, any other Credit Document or any other certificate or document furnished
at any time under or in connection with the Credit Documents, are true and correct in all material respects on and as of the date
hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they
are true and correct as of such earlier date.


 


5.               The financial covenant analyses and
information set forth on Schedule 2 hereto are true and accurate in all material respects on and as of the date of this
Compliance Certificate.


 


   IN WITNESS WHEREOF, the undersigned has
executed this Compliance Certificate as of __________, 20__.


 


	 	OMEGA HEALTHCARE INVESTORS, INC., 
	 	a Maryland corporation 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




     


     


    

 


Exhibit D


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1
Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]3
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference
and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration, [the][each]
Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the
percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified
below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


 


	1.	Assignor[s]:	 	 
	 	 	[Assignor [is][is not] a Defaulting Lender.]
	 	 	 
	2.	Assignee[s]:	 	 
	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of
	 	 	[identify Lender]]


 


 






 


1
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


 


2
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


 


3
Include bracketed language if there are either multiple Assignors or multiple Assignees.



 




     


     


    

 


	3.	Borrower:	Omega Healthcare Investors, Inc., a Maryland corporation  (the “Borrower”)
	 	 	 
	4.	Administrative Agent:	Bank of America, N.A., as the Administrative Agent under the  Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Credit Agreement dated as of May 25, 2017, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as  Administrative Agent, L/C Issuer and Swing Line Lender 
	 	 	 
	6.	Assigned Interest[s]:	 


 


	Assignor[s]4	 	Assignee[s]5	 	 	Facility
 Assigned6
	 	 	Aggregate

    Amount of
 Commitment/Loans
 for all Lenders7	 	 	Amount of

    Commitment/
 Loans
 Assigned	 	 	Percentage

    Assigned of
 Commitment/
 Loans8	 	 	CUSIP

    Number	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	____________	 	 	$	________________	 	 	$	_________	 	 	 	____________	%	 	 	 	 
	 	 	 	 	 	 	 	____________	 	 	$	________________	 	 	$	_________	 	 	 	____________	%	 	 	 	 
	 	 	 	 	 	 	 	____________	 	 	$	________________	 	 	$	_________	 	 	 	____________	%	 	 	 	 



 


	[7.	Trade Date:	__________________]9


 


8.             Effective Date: __________________,
20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


 






 


4
List each Assignor, as appropriate.


5
List each Assignee and, if available, its market entity identifier, as appropriate.


6
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment
(e.g. “Revolving Commitment”, “U.S. Term Loan Commitment”, etc.).


7
Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account
any payments or prepayments made between the Trade Date and the Effective Date.


8
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


9
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade
Date.



 




     


     


    

 


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


	ASSIGNOR[S]:10	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	ASSIGNEE[S]:11	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


 






 


10
Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 


11
Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).



 




     


     


    

 


	[Consented to and]12 Accepted:	 
	 	 
	BANK OF AMERICA, N.A., as Administrative Agent	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	[Consented to:]13	 
	 	 
	OMEGA HEALTHCARE INVESTORS, INC.	 
	a Maryland corporation	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	[Consented to:]14	 
	 	 
	BANK OF AMERICA, N.A., as L/C Issuer	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	[Consented to:]15	 
	 	 
	BANK OF AMERICA, N.A., as Swing Line Lender	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 


 


 






 


12
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


13
To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms
of the Credit Agreement.


14
To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms
of the Credit Agreement.


15
To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms
of the Credit Agreement.



 




     


     


    

 


Annex 1 to Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS


 


1.            Representations
and Warranties.


 


1.1.         Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated
in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates
or any other Person of any of their respective obligations under any Credit Document.


 


1.2.         Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b)(iii) and (v)
of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such
type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies
of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender,
attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative
Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by
it as a Lender.


 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued
to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective
Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of


 




     


     


    

 


interest, fees or other amounts paid or
payable in kind from and after the Effective Date to [the][the relevant] Assignee.


 


3.         General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York, without regard to conflict of laws principles.


 




     


     


    

 


Exhibit
E


 


FORM OF GUARANTY JOINDER AGREEMENT


 


THIS GUARANTY JOINDER
AGREEMENT (this “Agreement”), dated as of _____________, 20__, is by and between [INSERT NEW GUARANTOR],
a [INSERT TYPE OF ORGANIZATION] (the “Subsidiary”), and BANK OF AMERICA, N. A., in its capacity
as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time
to time, the “Credit Agreement”), dated as of May 25, 2017, by and among Omega Healthcare Investors, Inc. (the
“Borrower”), the Guarantors party thereto, the Lenders and Bank of America, N. A., as Administrative Agent.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Credit Parties
are required under the provisions of Section 6.15 of the Credit Agreement to cause the Subsidiary to become a “Guarantor”.


 


Accordingly, the Subsidiary
hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders:


 


1.            The Subsidiary hereby acknowledges,
agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Guaranty and a
“Guarantor” for all purposes of the Guaranty, and shall have all of the obligations of a Guarantor thereunder as if
it had executed the Guaranty. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions applicable to the Guarantor contained in the Guaranty. Without limiting the generality of the foregoing
terms of this paragraph 1, the Subsidiary hereby (i) jointly and severally together with any other Guarantors, guarantees to each
Lender and the Administrative Agent, the prompt payment and performance of the Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.


 


2.             The address of the Subsidiary
for purposes of all notices and other communications is described on Schedule 10.02 of the Credit Agreement.


 


3.             The Subsidiary hereby waives
acceptance by the Administrative Agent and the Lenders of the guaranty by the Subsidiary upon the execution of this Agreement by
the Subsidiary.


 


4.             This Agreement may be executed
in one or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one
contract.


 


5.             This Agreement shall be governed
by and construed and interpreted in accordance with the laws of the State of New York, without regard to conflict of laws principles.


 


IN WITNESS WHEREOF,
the Subsidiary has caused this Guaranty Joinder Agreement to be duly executed by its authorized officer, and the Administrative
Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first
above written.


 


	 	[INSERT NEW GUARANTOR]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


	 	Acknowledged and accepted:
	 	 
	 	BANK OF AMERICA, N.A., 
	 	as Administrative Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


Exhibit F



 


FORM OF LENDER JOINDER AGREEMENT


 


THIS LENDER JOINDER
AGREEMENT (this “Agreement”) dated as of __________, 20__ to the Credit Agreement referenced below is by and
among [INSERT NEW LENDER] (the “New Lender”), Omega Healthcare Investors, Inc., a Maryland corporation
(the “Borrower”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders. All of the defined terms of the Credit Agreement are incorporated herein by reference.


 


W I T N E S S E T H


 


WHEREAS, pursuant to
that Credit Agreement dated as of May 25, 2017 (as amended and modified from time to time, the “Credit Agreement”),
by and among the Borrower, the Guarantors, the Lenders and the Administrative Agent, the Lenders have agreed to provide the Borrower
with a revolving credit facility;


 


WHEREAS, pursuant to
Section 2.01(e) of the Credit Agreement, the Borrower has requested that the New Lender provide an Incremental Facility
Commitment in connection with an [Incremental Revolving Increase][Incremental Term Loan Facility] under the Credit Agreement;
and


 


WHEREAS, the New Lender
has agreed to provide the [additional Revolving Commitment][additional Term Loan Commitment] on the terms and conditions
set forth herein and to become a “Lender” under the Credit Agreement in connection therewith;


 


NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.             The New Lender
hereby agrees to provide [Revolving Commitments][Term Loan Commitments] to the Borrower in the amounts set forth on Schedule
2.01 to the Credit Agreement as attached hereto. The [Revolving Commitment Percentage][Sterling Term Loan Commitment Percentage][U.S.
Term Loan Commitment Percentage] of the New Lender shall be as set forth on Schedule 2.01.


 


[2.           The New Lender
shall be deemed to have purchased without recourse a risk participation from the L/C Issuer in all Letters of Credit issued or
existing under the Credit Agreement (including Existing Letters of Credit) and the obligations arising thereunder in an amount
equal to its pro rata share of the obligations under such Letters of Credit (based on the Dollar Tranche Commitment Percentages
of the Lenders as set forth on Schedule 2.01 as attached hereto), and shall absolutely, unconditionally and irrevocably
assume, as primary obligor and not as surety, and be obligated to pay to the L/C Issuer therefor and discharge when due, its pro
rata share of the obligations arising under such Letter of Credit.]16


 


3.            The New Lender
(a) represents and warrants that it is a commercial lender, other financial institution or other “accredited” investor
(as defined in SEC Regulation D) that makes or acquires loans in the ordinary course of business and that it will make or acquire
Loans for its own account in the ordinary course of business, (b) confirms that it has received a copy of the Credit


 


 






 


16 NOTE:
This paragraph to be included only in connection with an Incremental Revolving Increase.


 




     


     


    

 


Agreement, together with copies of the
financial statements referred to in Section 6.01 thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit
Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably
incidental thereto; and (e) agrees that, as of the date hereof, the New Lender shall (i) be a party to the Credit Agreement and
the other Credit Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Credit Documents,
(iii) perform all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a “Lender”
under the Credit Agreement and (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other
Credit Documents.


 


4.            The Borrower
and each of the Guarantors agree that, as of the date hereof, the New Lender shall (i) be a party to the Credit Agreement and the
other Credit Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Credit Documents,
and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Credit Documents.


 


5.             The address of
the New Lender for purposes of all notices and other communications is __________________, __________________________, Attention
of ______________ (Facsimile No. _______________).


 


6.             This Agreement
may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one contract. Delivery of an executed
counterpart of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.


 


7.             This Agreement
shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to conflict
of laws principles.


 




     


     


    

 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Lender Joinder Agreement to be executed by a duly authorized officer as of the date first above written.


 


	NEW LENDER:	[INSERT NEW LENDER], 
	 	as New Lender


 


	 	By:	 	
	 	Name:
	 	Title:


 





	BORROWER:	Omega Healthcare Investors, Inc.


  


	 	By:	 	 
	 	Name: 	Daniel J. Booth	 
	 	Title: 	Chief Operating Officer	 


 


Accepted and Agreed:


 


	BANK OF AMERICA, N.A.,	 
	as Administrative Agent 	 
	 	 	 
	By:	 	 
	Name:	 
	Title: