Unassociated Document


     

    


    Published
CUSIP Number: ________________

     

    


    


    [EXECUTION
DRAFT]

    


    


    


    


    


    


    


    SECOND
AMENDED AND RESTATED

    CREDIT
AGREEMENT

    


    Dated as
of February 27, 2009

    


    among

    


    BROOKDALE
SENIOR LIVING INC.,

    as the
Borrower,

    


    THE
SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

    as the
Guarantors,

    


    BANK OF
AMERICA, N.A.,

    as
Administrative Agent and L/C Issuer,

    


    and

    


    THE OTHER
LENDERS PARTY HERETO

    


    


    Arranged
By:

    


    BANC OF
AMERICA SECURITIES LLC,

    


    as Sole
Lead Arranger and Book Manager

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    TABLE OF
CONTENTS

    


    
      
        	
                ARTICLE
      I  DEFINITIONS AND ACCOUNTING TERMS

              	
                1

              
	
                1.01

              	
                Defined
      Terms.

              	
                1

              
	
                1.02

              	
                Other
      Interpretive Provisions.

              	
                26

              
	
                1.03

              	
                Accounting
      Terms.

              	
                27

              
	
                1.04

              	
                Rounding.

              	
                28

              
	
                1.05

              	
                Times
      of Day.

              	
                28

              
	
                1.06

              	
                Letter
      of Credit Amounts.

              	
                28

              
	
                ARTICLE
      II  THE COMMITMENTS AND CREDIT EXTENSIONS

              	
                28

              
	
                2.01

              	
                Revolving
      Loans.

              	
                28

              
	
                2.02

              	
                Borrowings,
      Conversions and Continuations of Loans.

              	
                28

              
	
                2.03

              	
                Standby
      Letters of Credit.

              	
                30

              
	
                2.04

              	
                [reserved].

              	
                37

              
	
                2.05

              	
                Prepayments.

              	
                37

              
	
                2.06

              	
                Termination
      or Reduction of Aggregate Revolving Commitments.

              	
                39

              
	
                2.07

              	
                Repayment
      of Loans.

              	
                40

              
	
                2.08

              	
                Interest.

              	
                40

              
	
                2.09

              	
                Fees.

              	
                40

              
	
                2.10

              	
                Computation
      of Interest and Fees.

              	
                41

              
	
                2.11

              	
                Evidence
      of Debt.

              	
                41

              
	
                2.12

              	
                Payments
      Generally; Administrative Agent’s Clawback.

              	
                41

              
	
                2.13

              	
                Sharing
      of Payments by Lenders.

              	
                43

              
	
                ARTICLE
      III  TAXES, YIELD PROTECTION AND ILLEGALITY

              	
                44

              
	
                3.01

              	
                Taxes.

              	
                44

              
	
                3.02

              	
                Illegality.

              	
                47

              
	
                3.03

              	
                Inability
      to Determine Rates.

              	
                47

              
	
                3.04

              	
                Increased
      Costs.

              	
                48

              
	
                3.05

              	
                Compensation
      for Losses.

              	
                49

              
	
                3.06

              	
                Mitigation
      Obligations; Replacement of Lenders.

              	
                50

              
	
                3.07

              	
                Survival.

              	
                50

              
	
                ARTICLE
      IV  GUARANTY

              	
                50

              
	
                4.01

              	
                The
      Guaranty.

              	
                50

              
	
                4.02

              	
                Obligations
      Unconditional.

              	
                51

              
	
                4.03

              	
                Reinstatement.

              	
                51

              
	
                4.04

              	
                Certain
      Additional Waivers.

              	
                52

              
	
                4.05

              	
                Remedies.

              	
                52

              
	
                4.06

              	
                Rights
      of Contribution.

              	
                52

              
	
                4.07

              	
                Guarantee
      of Payment; Continuing Guarantee.

              	
                52

              
	
                ARTICLE
      V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

              	
                53

              
	
                5.01

              	
                Conditions
      of Effectiveness.

              	
                53

              
	
                5.02

              	
                Conditions
      to all Credit Extensions.

              	
                55

              
	
                ARTICLE
      VI  REPRESENTATIONS AND WARRANTIES

              	
                56

              
	
                6.01

              	
                Existence,
      Qualification and Power.

              	
                56

              
	
                6.02

              	
                Authorization;
      No Contravention.

              	
                56

              
	
                6.03

              	
                Governmental
      Authorization; Other Consents.

              	
                56

              
	
                6.04

              	
                Binding
      Effect.

              	
                56

              
	
                6.05

              	
                Financial
      Statements; No Material Adverse Effect.

              	
                57

              
	
                6.06

              	
                Litigation.

              	
                57

              
	
                6.07

              	
                No
      Default.

              	
                58

              


      

    

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

    
 

    
      	
              6.08

            	
              Ownership
      of Property.

            	
              58

            
	
              6.09

            	
              Environmental
      Compliance.

            	
              58

            
	
              6.10

            	
              Insurance.

            	
              58

            
	
              6.11

            	
              Taxes.

            	
              59

            
	
              6.12

            	
              ERISA
      Compliance.

            	
              59

            
	
              6.13

            	
              Subsidiaries.

            	
              59

            
	
              6.14

            	
              Margin
      Regulations; Investment Company Act.

            	
              60

            
	
              6.15

            	
              Disclosure.

            	
              60

            
	
              6.16

            	
              Compliance
      with Laws.

            	
              60

            
	
              6.17

            	
              Intellectual
      Property; Licenses, Etc.

            	
              60

            
	
              6.18

            	
              Solvency.

            	
              61

            
	
              6.19

            	
              Perfection
      of Security Interests in the Collateral.

            	
              61

            
	
              6.20

            	
              Business
      Locations; Taxpayer Identification Number.

            	
              61

            
	
              6.21

            	
              Labor
      Matters.

            	
              61

            
	
              6.22

            	
              Hill
      Burton Act.

            	
              61

            
	
              6.23

            	
              Compliance.

            	
              61

            
	
              6.24

            	
              Participation
      in Programs.

            	
              62

            
	
              6.25

            	
              Investigations.

            	
              62

            
	
              6.26

            	
              Agreements
      with Residents; Residents’ Records.

            	
              63

            
	
              6.27

            	
              Affect
      on Payments or Licenses.

            	
              63

            
	
              6.28

            	
              HIPAA.

            	
              63

            
	
              6.29

            	
              Submissions.

            	
              63

            
	
              6.30

            	
              Fraud
      and Abuse.

            	
              63

            
	
              ARTICLE
      VII  AFFIRMATIVE COVENANTS

            	
              64

            
	
              7.01

            	
              Financial
      Statements.

            	
              64

            
	
              7.02

            	
              Certificates;
      Other Information.

            	
              65

            
	
              7.03

            	
              Notices.

            	
              67

            
	
              7.04

            	
              Payment
      of Taxes.

            	
              68

            
	
              7.05

            	
              Preservation
      of Existence, Preservation or Rights; Compliance with
      Contracts.

            	
              68

            
	
              7.06

            	
              Maintenance
      of Properties.

            	
              68

            
	
              7.07

            	
              Maintenance
      of Insurance.

            	
              69

            
	
              7.08

            	
              Compliance
      with Laws.

            	
              69

            
	
              7.09

            	
              Books
      and Records.

            	
              70

            
	
              7.10

            	
              Inspection
      Rights.

            	
              70

            
	
              7.11

            	
              Use
      of Proceeds.

            	
              70

            
	
              7.12

            	
              ERISA
      Compliance.

            	
              70

            
	
              7.13

            	
              Additional
      Subsidiaries.

            	
              71

            
	
              7.14

            	
              Pledged
      and Mortgaged Assets.

            	
              71

            
	
              7.15

            	
              Resident
      Agreements.

            	
              72

            
	
              7.16

            	
              Census
      Reports and Surveys.

            	
              72

            
	
              7.17

            	
              Deficiency
      Notices.

            	
              72

            
	
              7.18

            	
              Further
      Assurances.

            	
              73

            
	
              7.19

            	
              Post
      Closing Covenants.

            	
              73

            
	
              ARTICLE
      VIII  NEGATIVE COVENANTS

            	
              74

            
	
              8.01

            	
              Liens.

            	
              74

            
	
              8.02

            	
              Investments.

            	
              76

            
	
              8.03

            	
              Indebtedness.

            	
              77

            
	
              8.04

            	
              Fundamental
      Changes.

            	
              79

            
	
              8.05

            	
              Dispositions.

            	
              80

            
	
              8.06

            	
              Restricted
      Payments.

            	
              80

            
	
              8.07

            	
              Change
      in Nature of Business.

            	
              80

            


    

    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    


    
      	
              8.08

            	
              Transactions
      with Affiliates and Insiders.

            	
              81

            
	
              8.09

            	
              Burdensome
      Agreements.

            	
              81

            
	
              8.10

            	
              Use
      of Proceeds.

            	
              81

            
	
              8.11

            	
              Financial
      Covenants.

            	
              81

            
	
              8.12

            	
              Prepayment
      of Other Indebtedness, Etc.

            	
              82

            
	
              8.13

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

            	
              82

            
	
              8.14

            	
              Ownership
      of Subsidiaries.

            	
              82

            
	
              8.15

            	
              Capital
      Expenditures.

            	
              82

            
	
              8.16

            	
              Licenses.

            	
              82

            
	
              8.17

            	
              Limitation
      on Certain Agreements.

            	
              83

            
	
              8.18

            	
              Subsidiary
      Dividends.

            	
              83

            
	
              ARTICLE
      IX  EVENTS OF DEFAULT AND REMEDIES

            	
              83

            
	
              9.01

            	
              Events
      of Default.

            	
              83

            
	
              9.02

            	
              Remedies
      Upon Event of Default.

            	
              85

            
	
              9.03

            	
              Application
      of Funds.

            	
              86

            
	
              ARTICLE
      X  ADMINISTRATIVE AGENT

            	
              87

            
	
              10.01

            	
              Appointment
      and Authority.

            	
              87

            
	
              10.02

            	
              Rights
      as a Lender.

            	
              87

            
	
              10.03

            	
              Exculpatory
      Provisions.

            	
              87

            
	
              10.04

            	
              Reliance
      by Administrative Agent.

            	
              88

            
	
              10.05

            	
              Delegation
      of Duties.

            	
              89

            
	
              10.06

            	
              Resignation
      of Administrative Agent.

            	
              89

            
	
              10.07

            	
              Non-Reliance
      on Administrative Agent and Other Lenders.

            	
              90

            
	
              10.08

            	
              No
      Other Duties; Etc.

            	
              90

            
	
              10.09

            	
              Administrative
      Agent May File Proofs of Claim.

            	
              90

            
	
              10.10

            	
              Collateral
      and Guaranty Matters.

            	
              91

            
	
              ARTICLE
      XI  MISCELLANEOUS

            	
              92

            
	
              11.01

            	
              Amendments,
      Etc.

            	
              92

            
	
              11.02

            	
              Notices;
      Effectiveness; Electronic Communications.

            	
              93

            
	
              11.03

            	
              No
      Waiver; Cumulative Remedies; Enforcement.

            	
              95

            
	
              11.04

            	
              Expenses;
      Indemnity; and Damage Waiver.

            	
              95

            
	
              11.05

            	
              Payments
      Set Aside.

            	
              97

            
	
              11.06

            	
              Successors
      and Assigns.

            	
              97

            
	
              11.07

            	
              Treatment
      of Certain Information; Confidentiality.

            	
              100

            
	
              11.08

            	
              Set-off.

            	
              101

            
	
              11.09

            	
              Interest
      Rate Limitation.

            	
              102

            
	
              11.10

            	
              Counterparts;
      Integration; Effectiveness.

            	
              102

            
	
              11.11

            	
              Survival
      of Representations and Warranties.

            	
              102

            
	
              11.12

            	
              Severability.

            	
              102

            
	
              11.13

            	
              Replacement
      of Lenders.

            	
              103

            
	
              11.14

            	
              Governing
      Law; Jurisdiction; Etc.

            	
              103

            
	
              11.15

            	
              Waiver
      of Right to Trial by Jury.

            	
              104

            
	
              11.16

            	
              No
      Advisory or Fiduciary Responsibility.

            	
              104

            
	
              11.17

            	
              Electronic
      Execution of Assignments and Certain Other Documents.

            	
              105

            
	
              11.18

            	
              USA
      PATRIOT Act Notice.

            	
              105

            


    

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

    
 

    
      	
              SCHEDULES

            
	 
      	 
      	 
      
	 
      	
              1.01A

            	
              Existing
      Letters of Credit

            
	 
      	
              1.01B

            	
              Properties

            
	 
      	
              1.01C

            	
              Allocated
      Amount

            
	 
      	
              2.01

            	
              Commitments
      and Applicable Percentages

            
	 
      	
              2.05(b)

            	
              Excluded
      Dispositions and Debt Issuances

            
	 
      	
              6.03

            	
              Consents

            
	 
      	
              6.10

            	
              Insurance

            
	 
      	
              6.13

            	
              Subsidiaries/Corporate
      Structure Chart

            
	 
      	
              6.20(a)

            	
              Locations
      of Real Property

            
	 
      	
              6.20(b)

            	
              Locations
      of Tangible Personal Property

            
	 
      	
              6.20(c)

            	
              Location
      of Chief Executive Office, Taxpayer Identification Number,
      Etc.

            
	 
      	
              6.20(d)

            	
              Changes
      in Legal Name, State of Formation and Structure

            
	 
      	
              8.01

            	
              Liens
      Existing on the Closing Date

            
	 
      	
              8.02

            	
              Investments
      Existing on the Closing Date

            
	 
      	
              8.03

            	
              Indebtedness
      Existing on the Closing Date

            
	 
      	
              8.03(l)

            	
              Construction
      Indebtedness

            
	 
      	
              8.05(c)

            	
              Disposition/Release
      of Sterling House, Lawton, OK

            
	 
      	
              11.02

            	
              Certain
      Addresses for Notices

            


    

    


    
      	 
      
	
              EXHIBITS

            	 
      
	 
      	 
      	 
      
	 
      	
              2.02

            	
              Form
      of Loan Notice

            
	 
      	
              2.11(a)

            	
              Form
      of Note

            
	 
      	
              7.02

            	
              Form
      of Compliance Certificate

            
	 
      	
              7.13

            	
              Form
      of Joinder Agreement

            
	 
      	
              11.06(b)

            	
              Form
      of Assignment and Assumption

            
	 
      	
              11.06(b)(iv)

            	
              Form
      of Administrative Questionnaire

            


    

    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

     

    


    SECOND
AMENDED AND RESTATED

    CREDIT
AGREEMENT

    


    


    This
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, entered into as of February 27,
2009 among BROOKDALE SENIOR LIVING INC., a Delaware corporation (the “Borrower”), the
Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA,
N.A., as Administrative Agent and L/C Issuer, amends and restates that certain
Amended and Restated Credit Agreement dated as of November 15, 2006 (as amended,
modified or otherwise supplemented from time to time, the “Existing Credit
Agreement”) by and among the Borrower, certain of its Affiliates, the
lenders party thereto from time to time and Bank of America, N.A., as
administrative agent for such lenders.

    


    The
Borrower has requested that the Lenders provide $230,000,000 in credit
facilities for the purposes set forth herein, and the Lenders are willing to do
so on the terms and conditions set forth herein.

    


    In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:

    


    ARTICLE
I

    


    DEFINITIONS
AND ACCOUNTING TERMS

    


    1.01                      Defined
Terms.

    


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

    


    “Acquisition”, by any
Person, means (a) the acquisition by such Person, in a single transaction or in
a series of related transactions, of either (i) all or any substantial portion
of the property of, or a line of business or division of, another Person, (ii)
at least a majority of the Voting Stock of another Person, in each case whether
or not involving a merger or consolidation with such other Person or (b) any
other transaction pursuant to which such Person acquires any other
property.

    


    “Actual Sponsor
Percentage” means, at any date, the actual percentage of (a) the
unfunded Commitments and the outstanding Loans, L/C Obligations and
participations therein held by Sponsor Affiliates or (b) if the Commitments
have been terminated, the outstanding Loans, L/C Obligations and participations
therein held by Sponsor Affiliates.

    


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

    


    “Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 11.02 or
such other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

    


    “Administrative
Questionnaire” means an Administrative Questionnaire in substantially the
form of Exhibit
11.06(b)(iv) or any other form approved 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.

    


    “Aggregate Revolving
Commitments” means the Revolving Commitments of all the
Lenders.  The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is $230,000,000.  To the extent that the
amount of the Aggregate Revolving Commitments have not been permanently reduced
either voluntarily or as a result of the mandatory prepayments required pursuant to
Section 2.05 to no more than the amounts set forth below, the amount of the
Aggregate Revolving Commitments shall be automatically reduced as of the dates
and to the amounts set forth below:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              March
      31, 2009

                            	
                              $220,000,000

                            
	
                              June
      30, 2009

                            	
                              $200,000,000

                            
	
                              September
      30, 2009

                            	
                              $180,000,000

                            
	
                              December
      31, 2009

                            	
                              $155,000,000

                            
	
                              March
      31, 2010

                            	
                              $130,000,000

                            
	
                              June
      30, 2010

                            	
                               $75,000,000

                            


                    

                  

                

              

            

          

        

      

    

    


    “Agreement” means this
Second Amended and Restated Credit Agreement.

    


    “Allocated Amount”
means the amount allocated to each Mortgaged Property as set forth on Schedule 1.01C
hereto.

    


    “Applicable
Percentage” means with respect to any Lender at any time, 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; 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 9.02 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.  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, as applicable.

    


    “Applicable Rate”
means (i) seven percent (7%) in the case of Eurodollar Rate Loans, and (ii)
seven percent (7%), in the case of Base Rate Loans; provided, that in the
event that the Aggregate Revolving Commitments, as permanently reduced from time
to time, are less than $150,000,000 on or before September 30, 2009, the
Applicable Rate thereafter shall mean (i) six percent (6%) in the case of
Eurodollar Rate Loans and six percent (6%) in the case of Base Rate
Loans.

    


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

    


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

    


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

    


    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section
11.06(b)), and

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    
 

    accepted
by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or
any other form approved by the Administrative Agent.

    


    “Attributable
Indebtedness” means, with respect to any Person on any date, (a) in
respect of any Capital Lease, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with
GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a Capital Lease and (c) in respect of any
Securitization Transaction, the outstanding principal amount of such financing,
after taking into account reserve accounts and making appropriate adjustments,
determined by the Administrative Agent in its reasonable judgment.

    


    “Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended December 31, 2007, and the
related consolidated statements of income or operations, shareholders’ equity
and cash flows of the Borrower and its Subsidiaries for such fiscal year,
including the notes thereto.

    


    “Availability Period”
means, with respect to the Revolving Commitments, the period from and including
the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c)
the date of termination of the commitment of each Lender to make Loans and of
the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section
9.02.

    


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

    


    “Base Rate” means for
any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus
1/2 of 1%, (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 for a Eurodollar Rate Loan with an Interest Period of one
month.  The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in such 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.  In no event shall the Base Rate be
deemed to be less than three percent (3%).

    


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

    


    “Borrower” has the
meaning specified in the introductory paragraph hereto.

    


    “Borrower Materials”
has the meaning specified in Section
7.02.

    


    “Borrowing” means a
borrowing consisting of simultaneous Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.

    


    “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 is located and, if such day relates to any
Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank eurodollar
market.

    


    


    
      
        
           


        

        
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    “Capital Lease” means,
as applied to any Person, any lease of any property by that Person as lessee
which, in accordance with GAAP, is required to be accounted for as a capital
lease on the balance sheet of that Person.   For the avoidance of
doubt, “Capital Lease” shall not include any lease of operating assets which are
required to be classified and accounted for as a capital lease by
GAAP.

    


    “Capitalized Loan
Fees” means, with respect to the Borrower and its Subsidiaries, and with
respect to any period, (a) any up-front, closing or similar fees paid by
such Person in connection with the incurrence or refinancing of Indebtedness
during such period and (b) all other costs incurred in connection with the
incurrence or refinancing of Indebtedness during such period, including, without
limitation, appraisal fees paid to lenders, costs and expenses incurred in
connection with Swap Contracts, engineering reports, phase I environmental
report and other report review fees paid to lenders and legal fees, in each of
the foregoing cases, that are capitalized on the balance sheet of such Person in
accordance with GAAP and amortized over the term of such
Indebtedness.

    


    “Cash Collateralize”
has the meaning specified in Section
2.03(g).

    


    “Cash Collateralized Letter
of Credit” means any Letter of Credit that is fully Cash Collateralized
as described in Section 2.03 after the Maturity Date in accordance with the
terms of this Agreement.

    


    “Cash Equivalents”
means, as at any date, (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 denominated 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 (any such bank being an “Approved Bank”), in each case with
maturities of not more than 270 days from the date of acquisition,
(c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody’s and maturing within six months of the date of acquisition,
(d) repurchase agreements entered into by any Person with a bank or trust
company (including any of the Lenders) or recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by
or fully guaranteed by the United States in which such Person shall have a
perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a fair market value of at least 100% of
the amount of the repurchase obligations and (e) investments, classified in
accordance with GAAP as current assets, in money market investment programs
registered under the Investment Company Act of 1940 which 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 subdivisions (a) through (d).

    


    “Cash Flow Adjustment
Amount” means the amount by which (a) the Aggregate Revolving Commitments
in effect as of the last day of such fiscal quarter (the “Reduction Date”)
(prior to giving effect to any automatic reduction of the Aggregate Revolving
Commitments as set forth in the table in the definition of “Aggregate Revolving
Commitments”) exceeds (b) the Aggregate Revolving Commitments on the Reduction
Date after giving effect to such automatic reduction.

    


    “Change in Law” means
the occurrence, after the date of this Agreement, 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 or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.

    


    
      
        
           


        

        
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    “Change of Control”
means the occurrence of any of the following events:  (a) the
Permitted Investors shall cease to have the power to vote or direct the voting
of securities having a majority of the ordinary voting power for the election of
directors of the Borrower (determined on a fully diluted basis); (b) the
Permitted Investors shall cease to own of record and beneficially an amount of
common stock of the Borrower equal to at least 40% of the amount of common stock
of the Borrower; (c) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”)), excluding the Permitted Investors, shall become, or obtain rights
(whether by means or warrants, options or otherwise) to become, the “beneficial
owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act)
directly or indirectly, of more than 331⁄3% of the outstanding common stock of the
Borrower; or (d) the board of directors of the Borrower shall cease to
consist of a majority of Continuing Directors.

    


    “Closing Date” means
the date hereof.

    


    “Collateral” means a
collective reference to all real and personal property with respect to which
Liens in favor of the Administrative Agent, for the benefit of itself and the
Lenders, are purported to be granted pursuant to and in accordance with the
terms of the Collateral Documents.

    


    “Collateral Documents”
means a collective reference to the Security Agreement, the Pledge Agreement,
the Mortgages and other security documents as may be executed and delivered by
the Loan Parties pursuant to the terms of Section 7.14.

    


    “Commitment” means, as
to each Lender, the Revolving Commitment of such Lender.

    


    “Compliance
Certificate” means a certificate substantially in the form of Exhibit
7.02.

    


    “Consolidated Adjusted
Debt” means, at any date, the sum of (a) Consolidated Funded
Indebtedness of the Borrower and its Subsidiaries on such date, determined on a
consolidated basis in accordance with GAAP plus (b) the
product of Consolidated Lease Expense for the period of four consecutive fiscal
quarters most recently ended on or prior to such date multiplied by eight minus (c) the
aggregate amount of all cash and Cash Equivalents of the Borrower and its
Subsidiaries which are readily marketable and/or available for the immediate
payment or repayment of the Obligations as of such date of determination
(excluding cash and Cash Equivalents which cash collateralize Obligations
consisting of Letters of Credit and obligations under any Swap Contract); provided, however, that the
amount deducted pursuant to this clause (c) shall not exceed $50,000,000 on any
date of determination minus
(d)  to the extent that such Liens are permitted by Section 8.01, the
aggregate amount of cash and Cash Equivalents and the face amount of letters of
credit (but only to the extent such letters of credit are cash collateralized)
which have been pledged by the Borrower and its Subsidiaries to secure
Indebtedness permitted by Section 8.03(b),
(i), (j) and (k) (excluding cash,
Cash Equivalents and letters of credit which collateralize Indebtedness not
included in the calculation of Consolidated Funded Indebtedness); provided,
however, that the amount deducted pursuant to this clause (d) shall not exceed
$50,000,000 on any date of determination.

     

     “Consolidated Adjusted
Leverage Ratio” means, as at the last day of any period of four
consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated
Adjusted Debt on such day to (b) Consolidated EBITDAR of the Borrower and
its Subsidiaries for such period provided;

     

    (i)           the
Consolidated EBITDAR of any Person acquired by the Borrower or its Subsidiaries
during the last quarter of such four quarter period shall be included on a pro forma basis (assuming
the consummation of such acquisition and the incurrence or assumption of
any

    


    
      
        
           


        

        
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    indebtedness
in connection therewith occurred on the first day of such quarter) determined on
an annualized basis based on the most recent fiscal quarter of such Person for
which financial statements are available if the consolidated balance sheet of
such acquired Person and its consolidated Subsidiaries as at the end of the
period preceding the acquisition of such Person and the related consolidated
statements of income and stockholders’ equity and of cash flows for the period,
in each case, to the extent available, in respect of which Consolidated EBITDAR
is to be calculated (x) have been previously provided to the Administrative
Agent and the Lenders and (y) either (1) have been reported on without
a qualification arising out of the scope of the audit by independent certified
public accountants of nationally recognized standing or (2) have been found
reasonably acceptable by the Administrative Agent;

     

    (ii)           the
Consolidated EBITDAR of any Person acquired during the first, second or third
quarters of such four quarter period shall be deemed to be equal to Consolidated
EBITDAR of such Person for the number of fiscal quarters elapsed since the date
of acquisition (after giving effect to any pro forma adjustment made
pursuant to clause (i) above) multiplied by 4, 2 and 4/3,
respectively; and

     

    (iii)          the
Consolidated EBITDAR of any Person disposed of by the Borrower or its
Subsidiaries during such four quarter period shall be excluded for such period
(assuming the consummation of such disposition and the repayment of any
indebtedness in connection therewith occurred on the first day of such
period).

    


    “Consolidated Capital
Expenditures” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, all capital expenditures of the Borrower
and its Subsidiaries but excluding (i) expenditures to the extent made with the
proceeds of any Involuntary Disposition used to purchase property that is useful
in the business of the Borrower and its Subsidiaries, (ii) all Developmental
Capital Expenditures incurred by the Borrower and its Subsidiaries and (iii) all
expenditures in connection with Permitted Acquisitions.

     

    “Consolidated EBITDA”
of any Person for any period, Consolidated Net Income of such Person and its
Subsidiaries for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense,
(b) interest expense of such Person and its Subsidiaries, amortization or
write-off of debt discount and debt issuance costs and commissions, discounts
and other fees and charges associated with Indebtedness whether paid, accrued or
capitalized and including, without limitation, the interest component of Capital
Leases, (c) depreciation and amortization expense, (d) net entrance
fees received, (e) non-cash compensation expense, (f) amortization of
intangibles (including, but not limited to, goodwill) and organization costs,
(g) any extraordinary, unusual or non-recurring expenses or losses
(including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, losses on sales of
assets outside of the ordinary course of business) and (h) any other
non-cash charges, and minus, to the extent
included in the statement of such Consolidated Net Income for such period, the
sum of (a) any extraordinary, unusual or non-recurring income or gains
(including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, gains on the sales of
assets outside of the ordinary course of business), (b) any other non-cash
income and (c) any cash payments made during such period in respect of
items described in clause (e) above subsequent to the fiscal quarter in
which the relevant non-cash expenses or losses were reflected as a charge in the
statement of Consolidated Net Income, all as determined on a consolidated
basis.

     

    “Consolidated EBITDAR”
for any period, Consolidated EBITDA of the Borrower and its Subsidiaries for
such period plus Consolidated
Lease Expense of the Borrower and its Subsidiaries for such period.

    


    
      
        
           


        

        
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    “Consolidated Fixed Charge
Coverage Ratio” means, for any period, the ratio of (a) Consolidated
EBITDAR of the Borrower and its Subsidiaries for such period to
(b) Consolidated Fixed Charges for such period plus Consolidated
Lease Expense for such period provided:

     

    (i)           the
Consolidated EBITDA of any Person acquired by the Borrower or its Subsidiaries
during the last quarter of such four quarter period shall be included on a pro forma basis (assuming
the consummation of such acquisition and the incurrence or assumption of any
Indebtedness in connection therewith occurred on the first day of such quarter)
determined on an annualized basis based on the most recent fiscal quarter of
such Person for which financial statements are available if the consolidated
balance sheet of such acquired Person and its consolidated Subsidiaries as at
the end of the period preceding the acquisition of such Person and the related
consolidated statements of income and stockholders’ equity and of cash flows for
the period, in each case, to the extent available, in respect of which
Consolidated EBITDA is to be calculated (x) have been previously provided
to the Administrative Agent and the Lenders and (y) either (1) have
been reported on without a qualification arising out of the scope of the audit
by independent certified public accountants of nationally recognized standing or
(2) have been found reasonably acceptable by the Administrative
Agent;

     

    (ii)           the
Consolidated EBITDA of any Person acquired during the first, second or third
quarters of such four quarter period shall be deemed to be equal to Consolidated
EBITDA of such Person for the number of fiscal quarters elapsed since the date
of acquisition (after giving effect to any pro forma adjustment made
pursuant to clause (i) above) multiplied by 4, 2 and 4/3,
respectively; and

     

    (iii)          the
Consolidated EBITDA of any Person disposed of by the Borrower or its
Subsidiaries during such period shall be excluded for such four quarter period
(assuming the consummation of such Disposition and the repayment of any
Indebtedness in connection therewith occurred on the first day of such
period).

     

    “Consolidated Fixed
Charges” means, for any period, the sum (without duplication) of
(a) Consolidated Interest Expense of the Borrower and its Subsidiaries for
such period, (b) cash income taxes actually paid by the Borrower or any of
its Subsidiaries on a consolidated basis during such period, (c) scheduled
payments made during such period on account of principal of Indebtedness of the
Borrower or any of its Subsidiaries, (d) dividends accrued (whether or not
declared or payable) on the preferred stock of the Borrower and its Subsidiaries
during such period (e) the Borrower’s and its Subsidiaries’ pro rata share
of all expenses and payments referred to in the preceding clauses (a) and
(b) of any unconsolidated Person in which they have an equity interest and (f)
maintenance capital expenditures in an amount equal to the product of (i) $575
per Senior Living Unit per annum, and (ii) the number of Senior Living
Units owned or leased by the Borrower and its Subsidiaries during such period
measured at the end of the most recent calendar quarter ending prior to such
date of determination.

    


    “Consolidated Funded
Indebtedness” means, as of any date of determination with respect to the
Borrower and its Subsidiaries on a consolidated basis, without duplication, the
sum of:  (a) all obligations for borrowed money, whether current or
long-term (including the aggregate outstanding principal amount of any Loans
hereunder or any Unreimbursed Amounts) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments (including,
without limitation, Capital Leases);  (b) all purchase money
Indebtedness; (c) all unreimbursed obligations arising under letters of credit
(including standby and commercial but specifically excluding the face amount of
any letters of credit to the extent cash collateralized), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments; (d) all obligations in
respect of the deferred purchase price of property or services (other
than

    


    
      
        
           


        

        
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    trade
accounts payable in the ordinary course of business and not past due for more
than 90 days after the date on which such trade account was created); (e) all
Attributable Indebtedness; (f) all Guarantees with respect to Indebtedness of
the types specified in clauses (a) through (e) above of another Person
(excluding for purposes of this clause (f) Guarantees of the Borrower and its
Subsidiaries solely related to debt service requirements with respect to
financings of real estate); and (g) all Indebtedness of the types referred to in
clauses (a) through (f) above of any other entity (including any partnership in
which the Borrower or Subsidiary is a general partner) to the extent the
Borrower or such Subsidiary is liable therefor as a result of its ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness expressly provide that the Borrower or such
Subsidiary is not liable therefor.

    


    “Consolidated Interest
Expense” of any Person for any period, total cash interest expense
(including that attributable to Capital Leases) of such Person and its
Subsidiaries for such period with respect to all outstanding Indebtedness of
such Person and its Subsidiaries (including, without limitation, all
commissions, discounts and other fees and charges owed by such Person with
respect to letters of credit and bankers’ acceptance financing and net costs of
such Person under Swap Contracts (but only to the extent included in interest
expense in such Person’s financial statement and to the extent actually paid) in
respect of interest rates to the extent such net costs are allocable to such
period in accordance with GAAP).

    


    “Consolidated Lease
Expense” means, for any period, the aggregate amount of fixed and
contingent rentals payable by the Borrower and its Subsidiaries for such period
with respect to leases of real and personal property, determined on a
consolidated basis in accordance with GAAP, provided that
payments in respect of Capital Leases shall not constitute Consolidated Lease
Expense.

    


    “Consolidated Net
Income” means, with respect to any Person for any period, the
consolidated net income (or loss) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; provided, that in
calculating Consolidated Net Income of the Borrower and its consolidated
Subsidiaries for any period, there shall be excluded (a) the income (or
deficit) of any Person accrued prior to the date it becomes a Subsidiary of the
Borrower or is merged into or consolidated with the Borrower or any of its
Subsidiaries, (b) the income (or deficit) of any Person (other than a
Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has
an ownership interest, except to the extent that any such income is actually
received by the Borrower or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary of the
Borrower to the extent that the declaration or payment of dividends or similar
distributions by such Subsidiary is not at the time permitted by the terms of
any contractual obligation (other than under any Loan Document) or requirement
of Law applicable to such Subsidiary.

    


    “Consolidated Tangible Net
Worth” means, at any date, (i) Stockholders’ Equity plus
(ii) Minority Interests plus
(iii) cumulative net additions of Depreciation and Amortization Expense
deducted in determining income for all fiscal quarters ending after the date of
Borrower’s formation plus
(iv) non-cash deferred gains from sale-leaseback transactions and deferred
entrance fee revenue, minus
(v) Intangible Assets, in each case, for the most recent fiscal quarter
ending prior to such date for which financial statements are
available.

    


    “Construction Completion
Obligations” means the obligation of any Subsidiary of the Borrower to
complete the construction of a community to be completed by such
Subsidiary.

    


    “Construction
Indebtedness” means Indebtedness incurred by any Subsidiary of the
Borrower with respect to the construction of senior living units set forth on
Schedule
8.03(l) pursuant to Section 8.03(l).

    


    
      
        
           


        

        
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    “Continuing Directors”
means, the directors of the Borrower on the Closing Date, and each other
director of the Borrower, if, in each case, such other director’s nomination for
election to the board of directors of the Borrower is recommended by at least 66
2/3% of the then Continuing Directors or such other director receives the vote
of the Permitted Investors in his or her election by the shareholders of the
Borrower.

    


    “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 5% or more of
the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

    


    “Control Investment
Affiliates” means, as to any Person, any other Person that
(a) directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person and (b) is organized by such Person
primarily for the purpose of making equity or debt investments in one or more
companies.  For purposes of this definition, “control” of a Person
means the power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or
otherwise.

    


    “Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.

    


    “Debt Issuance” means
the issuance by any Loan Party or any Subsidiary of any Indebtedness pursuant to
Section 8.03(b)
(but only with respect to any refinancing of Indebtedness existing as of the
Closing Date), Section
8.03(i), Section 8.03(k), and
any other Indebtedness not permitted by Section
8.03.

    


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

    


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

    


    “Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per
annum; provided, however, that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum, in each case to the fullest extent permitted by
applicable Laws and (b) when used with respect to Letter of Credit Fees, a rate
equal to the L/C Fee Rate for non- cash collateralized Letters of Credit plus 2% per
annum.

    


    “Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Loans or
participations in L/C Obligations required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder unless such
failure has been cured, (b) has otherwise failed to

    


    
      
        
           


        

        
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    pay over
to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute or unless such failure has been cured, or (c)
has been deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.

    


    “Deficiency Notices”
means all notices and other written communications from any Governmental
Authority which licenses, regulates, certifies, accredits or evaluates the
Borrower and its Subsidiaries, the Living Facilities or the operation of the
Living Facilities by the Borrower and its Subsidiaries alleging that the
Borrower or any of its Subsidiaries, any of the Living Facilities or the
operation of the Living Facilities by the Borrower or any of its Subsidiaries in
whole or in part fails to comply or, if corrective action is not taken, shall
fail to comply with, any or all of the Governmental Authority’s requirements for
and conditions of licensing, regulation, certification or accreditation by or
participation in programs of the Governmental Authority or otherwise relating to
the continuous operation of all or any portion of the Living Facilities or the
programs of the Borrower and its Subsidiaries or the eligibility or entitlement
of the Borrower and its Subsidiaries to receive reimbursement from any
Governmental Authority.

    


    “Depreciation and
Amortization Expense” means for any period, without duplication, the sum
for such period of (i) total depreciation and amortization expense, whether
paid or accrued, of the Borrower and its Subsidiaries during such period, plus (ii) the
Borrower’s and its Subsidiaries’ pro rata share of depreciation and amortization
expenses of Unconsolidated Joint Ventures for such period.  For
purposes of this definition, the Borrower’s and its Subsidiaries’ pro rata share
of depreciation and amortization expense of any Unconsolidated Joint Venture
shall be deemed equal to the product of (i) the depreciation and
amortization expense of such Unconsolidated Joint Venture, multiplied by (ii) the
percentage of the total outstanding Equity Interests of such Unconsolidated
Joint Venture held by the Borrower or such Subsidiary, expressed as a
decimal.

    


    “Developmental Capital
Expenditures” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, all capital expenditures related to the
construction of senior living units set forth on Schedule
8.03(l).

    


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

    


    “Disqualified Stock”
means any capital stock, warrants, options or other rights to acquire capital
stock (but excluding any debt security which is convertible, or exchangeable,
for capital stock), which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable prior to the Maturity Date,
pursuant to a sinking fund obligation or otherwise, or is or may be redeemable
at the option of the holder thereof, in whole or in part, prior to the Maturity
Date.

    


    “Dollar” and “$” mean lawful money
of the United States.

    


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

    


    “Eligible Assignee”
means any Person that meets the requirements to be an assignee under Sections
11.06(b)(iii), (v) and (vi) (subject to such
consents, if any, as may be required under Section 11.06(b)(i)
and (iii)).

    


    


    
      
        
           


        

        
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    “Entrance Fee Refunds”
means the obligation of any Subsidiary to refund all or a portion of any
entrance fee paid by a resident of a community owned and/or operated by a
Subsidiary upon the termination of such resident’s occupancy, including but not
limited to such obligations structured through master trusts or similar
arrangements.

    


    “Environmental Laws”
means any and all federal, state, local, foreign and other applicable 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.

    


    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of any Loan Party or any Subsidiary directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

    


    “Equity
Interests”  means, with respect to any Person, all of the
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the warrants, options or other rights for the purchase or
acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests are
outstanding on any date of determination.

    


    “Equity Issuance”
means any issuance by any Loan Party or any Subsidiary to any Person of its
Equity Interests, other than (a) any issuance of its Equity Interests pursuant
to the exercise of options or warrants, (b) any issuance of its Equity Interests
pursuant to the conversion of any debt securities to equity or the conversion of
any class of equity securities to any other class of equity securities, (c) any
issuance of options or warrants relating to its Equity Interests, (d) any
issuance by the Borrower of its Equity Interests as consideration for a
Permitted Acquisition and (e) any issuance by any Subsidiary to the Borrower or
any other Subsidiary of its Equity Interests.  The term “Equity
Issuance” shall not be deemed to include any Disposition.

    


    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and the regulations
promulgated thereunder.

    


    “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 any member of an affiliated service group of which the
Borrower is a member within the meaning of Sections 414(m) or (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

    


    
      
        
           


        

        
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    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 Section 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 which constitutes 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.

    


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

    


    “Eurodollar Rate”
means, for any Interest Period with respect to any Eurodollar Rate Loan, a rate
per annum determined by the Administrative Agent to be equal to the quotient
obtained by dividing (a) the Eurodollar Base Rate for such Eurodollar Rate Loan
for such Interest Period by (b) one minus the Eurodollar Reserve Percentage for
such Eurodollar Rate Loan for such Interest Period.  In no event shall
the Eurodollar Rate be deemed to be less than three percent (3%).

    


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

    


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

    


    “Event of Default” has
the meaning specified in Section
9.01.

    


    “Excess Cash Flow”
means Consolidated Net Income plus depreciation
& amortization expense (including amortization on intangibles) plus non-cash
compensation expense plus non-cash
extraordinary losses plus non-cash charges
plus
distributions from unconsolidated ventures plus/less
amortization of deferred gain/losses less amortization of
entrance fees less interest income
less non-cash
extraordinary gains less investments in
unconsolidated ventures less scheduled debt
amortization (excluding permanent reductions of revolving commitments and
repayments of principal of revolving loans) less scheduled lease
financing debt amortization plus/less gain or
loss on sale of assets less Consolidated
Capital Expenditures  plus/minus non-cash
straight-line rent plus/minus changes in
working capital plus/minus changes in
lease security deposits plus/minus cash net
entrance fees plus/minus changes in
deferred taxes

    


    
      
        
           


        

        
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    plus/minus changes in
restricted cash and escrow deposits plus/minus proceeds
or payments related to swap terminations and swap collateralizations plus/minus equity in
gain/loss of unconsolidated ventures plus/minus change in
fair value of derivatives to the extent included in the determination of net
income. 

    


    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the Laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located
(c) any backup withholding tax that is required by the Internal Revenue Code to
be withheld from amounts payable to a Lender that has failed to comply with
clause (A) of Section
3.01(e)(ii) and (d) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 11.13), any
United States withholding tax that (i) is required to be imposed on amounts
payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or
(ii) is attributable to such Foreign Lender’s failure or inability (other than
as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 3.01(a)(ii)
or (iii).

    


    “Existing Credit
Agreement” has the meaning provided in the opening paragraph of this
Agreement.

    


    “Existing Letters of
Credit” means the Letters of Credit identified on Schedule 1.01A
hereto.

    


    “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next 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 next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.

    


    “Fee Letter” means the
letter agreement, dated January 14, 2009 among the Borrower, the Administrative
Agent and the Arranger.

    


    “FIG” means Fortess
Investment Group LLC.

    


    “Foreign Lender” means
any Lender that is organized under the Laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes (including such a Lender when
acting in the capacity of the L/C Issuer).  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

    


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

    


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

    


    
      
        
           


        

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

    


    “GAAP” means generally
accepted accounting principles in the United States 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, consistently applied and as in effect from
time to time.

    


    “Governmental
Authority” means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, 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 (including any supra-national bodies such as the European Union or
the European Central Bank).

    


    “Guarantee” 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 perform
(or advance or supply funds for the purchase or payment or performance of) such
Indebtedness or other obligation, (ii) to purchase or lease property, securities
or services for the purpose of assuring the obligee in respect of such
Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay or perform 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 (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien).  The amount
of any Guarantee 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 Guarantee 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.  The term “Guarantee” as a verb has
a corresponding meaning.  For the avoidance of doubt, a completion
guarantee shall not constitute a Guarantee hereunder.

    


    “Guarantors” means
each Domestic Subsidiary of the Borrower identified as a “Guarantor” on the
signature pages hereto and each other Person that joins as a Guarantor pursuant
to Section 7.13
or otherwise, together with their successors and permitted assigns.

    


    “Guaranty” means the
Guaranty made by the Guarantors in favor of the Administrative Agent and the
Lenders pursuant to Article
IV.

    


    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

    


    


    
      
        
           


        

        
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    “HIPAA” means the
Heath Insurance Portability and Accountability Act of 1996, as amended, modified
or supplemented from time to time, and any successor statue thereto, and the
rules and regulations promulgated thereunder from time to time.

    


    “Honor Date” has the
meaning set forth in Section
2.03(c).

    


    “Impacted Lender”
means any Lender as to which (i) the L/C Issuer believes in good faith that such
Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (ii) any Person that controls such Lender has
been deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.

    


    “Inactive Subsidiary”
means, as of any date, any Subsidiary of the Borrower identified by the Borrower
as an “Inactive Subsidiary” on Schedule 6.13(a)
and/or Schedule
6.13(b), provided that the book value of any and all assets of such
Subsidiary, together with the book value of any and all assets of all other
Inactive Subsidiaries, in the aggregate, is less than $100,000, exclusive of the
value of any net operating losses (NOLs).

    


    “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
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;

    


    (b)           the
maximum amount of all obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;

    


    (c)           the
Swap Termination Value of any Swap Contract of such Person;

    


    (d)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business
and not past due for more than 90 days after the date on which such trade
account was created);

    


    (e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse;

    


    (f)           all
Attributable Indebtedness of such Person;

    


    (g)           all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person or any warrant, right or option to acquire such Equity Interest, valued,
in the case of a redeemable preferred interest, at the greater of its voluntary
or involuntary liquidation preference plus accrued and
unpaid dividends;

    


    (h)           all
Guarantees of such Person in respect of any of the foregoing; and

    


    (i)           all
Indebtedness of the types referred to in clauses (a) through (h) above of any
other entity (including any partnership in which the Borrower or Subsidiary is a
general partner) to the extent the Borrower or such Subsidiary is liable
therefor as a result of its ownership interest

    


    
      
        
           


        

        
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    in or
other relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that the Borrower or such Subsidiary is not
liable therefor.

    


    For the
avoidance of doubt, “Indebtedness” shall not include any guarantee by the
Borrower or any of its Subsidiaries of obligations under, or relating to, any
operating lease, Construction Completion Obligation and Entrance Fees
Refund.

    


    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

    


    “Indemnitees” has the
meaning specified in Section
11.04(b).

    


    “Information” has the
meaning specified in Section
11.07.

    


    “Intangible Assets”
means assets that are considered intangible assets under GAAP, including
customer lists, goodwill, computer software, copyrights, trade names,
trademarks, patents and Capitalized Loan Fees.

    


    “Interest Payment
Date” means (a) as to any Base Rate Loan, the last Business Day of
each March, June, September and December to occur while such Loan is outstanding
and the Maturity Date, (b) as to any Eurodollar Rate Loan having an
Interest Period of three months or shorter, the last Business Day of such
Interest Period, (c) as to any Eurodollar Rate Loan having an Interest
Period longer than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last
Business Day of such Interest Period and (d) as to any Loan (other than any
Revolving Loan that is a Base Rate Loan), the date of any repayment or
prepayment made in respect thereof.

    


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

    


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

    


    (ii)          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

    


    (iii)          no
Interest Period shall extend beyond the Maturity Date.

    


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

    


    “Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, or (c) an
Acquisition.  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.

    


    


    
      
        
           


        

        
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    “Involuntary
Disposition” means any loss of, damage to or destruction of, or any
condemnation or other taking for public use of, any property of any Loan Party
or any Subsidiary.

    


    “IP Rights” has the
meaning specified in Section
6.17.

    


    “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.

    


    “Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit 7.13 executed
and delivered by a Domestic Subsidiary in accordance with the provisions of
Section
7.13.

    


    “Joint Venture” means
a joint venture, partnership, limited liability company, business trust or
similar arrangement, whether in corporate, partnership, limited liability
company or other legal form, in each case, which is not directly or indirectly
wholly-owned by the Borrower.

    


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

    


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

    


    “L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Borrowing of
Revolving Loans.

    


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

    


    “L/C Fee Rate” means a
rate per annum equal to seven percent (7%); provided, however, with respect
to the aggregate amount available to be drawn under all outstanding Letters of
Credit that have been Cash Collateralized, the L/C Fee Rate means a rate per
annum equal to two percent (2%).

    


    “L/C Issuer” means (a)
with respect to any Letter of Credit issued after the Closing Date, Bank of
America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder and (b) with respect to the
Existing Letters of Credit, (i) Bank of America, N.A. or (ii) LaSalle Bank
National Association, as applicable.

    


    “L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.  For purposes
of computing the amount available to be drawn under any Letter of

    


    
      
        
           


        

        
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    Credit,
the amount of such Letter of Credit shall be determined in accordance with Section
1.06.  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.

    


    “Lenders” means each
of the Persons identified as a “Lender” on the signature pages hereto, each
other Person that becomes a “Lender” in accordance with this Agreement and their
successors and assigns.

    


    “Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
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 any standby letter of credit issued
hereunder and shall include the Existing Letters of Credit.

    


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

    


    “Letter of Credit Expiration
Date” means the day that is seven Business Days prior to the Maturity
Date.

    


    “Letter of Credit Fee”
has the meaning specified in Section
2.03(i).

    


    “Letter of Credit
Sublimit” means an amount equal to the lesser of (a) the Aggregate
Revolving Commitments and (b) $25,000,000.  The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

    


    “License” means any
and all certificates of need, licenses, operating permits, provider agreements,
franchises, and other licenses, authorizations, certifications, permits, or
approvals, other than construction permits, issued or required by, or on behalf
of, any Governmental Authority now existing or at any time hereafter issued,
with respect to the establishment, acquisition, construction, renovation,
expansion, leasing, ownership, use, occupancy and/or operation of the Living
Facilities, accreditation of the Living Facilities, any and all operating
licenses issued by any Governmental Authority, any and all pharmaceutical
licenses and other licenses related to the purchase, dispensing, storage,
prescription or use of drugs, medications, and other “controlled substances,”
and any and all licenses relating to the operation of food or beverage
facilities or amenities, if any.

    


    “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or otherwise), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic
effect as any of the foregoing).

    


    “Living
Facilities” means,
collectively, the assisted living facilities, independent living facilities,
skilled nursing facilities and continuing care retirement communities owned,
leased or operated by the Borrower and its Subsidiaries, and “Living
Facility” means any one of
them.

    


    “Loan” means an
extension of credit by a Lender to the Borrower under Article II in the
form of a Revolving Loan.

    


    


    
      
        
           


        

        
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    “Loan Documents” means
this Agreement, each Note, each Issuer Document, each Joinder Agreement, the
Collateral Documents and the Fee Letter.

    


    “Loan Notice” means a
notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans from one
Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case
pursuant to Section
2.02(a), which, if in writing, shall be substantially in the form of
Exhibit 2.02.

    


    “Loan Parties” means,
collectively, the Borrower and each Guarantor.

    


    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
property, operations or condition (financial or otherwise) of the Borrower and
its Subsidiaries taken as a whole or (b) the validity or enforceability of the
Loan Documents or the rights and remedies of the Administrative Agent or the
Lenders under the Loan Documents.

    


    “Maturity Date” means
August 31, 2010; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.

    


    “Maximum Sponsor Voting
Percentage” means forty-five percent (45%).

    


    “Medicaid” means the
cooperative federal-state program for low income and medically indigent persons,
which is partially funded by the federal government and administered by the
states that is provided pursuant to Title XIX of the Social Security
Act.

    


    “Medicare” means the
federally funded and administered health program for the aged and certain
disabled persons that is provided pursuant to Title XVIII of the Social
Security Act.

    


    “Minority Interests”
means that portion of “minority interests” as set forth in the Borrower’s
financial statements which is attributable to the ownership interest in the
Borrower of Persons other than the Permitted Investors.

    


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

    


    “Mortgaged Property”
means any real property that is owned or leased by any Loan Party and is subject
to a Mortgage, including, without limitation, each of the
Properties.

    


    “Mortgages” means the
mortgages, deeds of trust or deeds to secure debt that purport to grant to the
Administrative Agent a security interest in the fee interests and/or leasehold
interests of any Loan Party in any real property.

    


    “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.

    


    “Net Cash Proceeds”
means the aggregate cash or Cash Equivalents proceeds received by any Loan Party
or any Subsidiary in respect of any Disposition, Equity Issuance, Debt Issuance
or Involuntary Disposition, net of (a) direct costs incurred in connection
therewith (including, without limitation, legal, accounting and investment
banking fees, and sales commissions), (b) taxes paid or payable as a result
thereof, (c) in the case of any Debt Issuance, Disposition or any Involuntary
Disposition, the amount necessary to retire any Indebtedness secured by a
Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the
related property and (d) in the case of any Debt Issuance, Equity Issuance,
Disposition or

    


    
      
        
           


        

        
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    Involuntary
Disposition by any Subsidiary that is not wholly-owned by a Loan Party, directly
or indirectly, the proceeds required to be retained by such Subsidiary or to be
distributed to any non-Affiliate owners of such Subsidiary, it being understood
that, subject to the foregoing, “Net Cash Proceeds” shall include, without
limitation, any cash or Cash Equivalents received upon the sale or other
disposition of any non-cash consideration received by any Loan Party or any
Subsidiary in any Disposition, Equity Issuance, Debt Issuance or Involuntary
Disposition.

    


    “Non-Recourse Subsidiary
Borrower” means any Subsidiary of the Borrower which is the borrower of
any Indebtedness permitted by Section 8.03(i),
(j), (k) and (l); provided that, such
borrower shall be a special purpose entity whose only assets are the assets
securing such Indebtedness.

    


    “Note” has the meaning
specified in Section
2.11(a).

    


    “Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan 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 Loan Party or any Subsidiary 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. The foregoing shall also include (a) all obligations under any Swap
Contract between any Loan Party or any Subsidiary and any Lender or Affiliate of
a Lender that is permitted to be incurred pursuant to Section 8.03(d) and
(b) all obligations under any Treasury Management Agreement between any Loan
Party or any Subsidiary and any Lender or Affiliate of a Lender.

    


    “Operating Deficits”
means community expenses (including any debt service) of a pre-stabilized and/or
newly constructed community owned and/or operated by a Subsidiary to the extent
they exceed the operating revenues at such community.

    


    “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.

    


    “Other Taxes” means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, this Agreement or any other Loan
Document.

    


    “Outstanding Amount”
means (a) with respect to any Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of any Loans occurring on such date; and (b) with respect to any
L/C Obligations on any date, the amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed
Amounts.

    


    


    
      
        
           


        

        
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    “Participant” has the
meaning specified in Section
11.06(d).

    


    “PBGC” means the
Pension Benefit Guaranty Corporation or any successor thereto.

    


    “Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by the Borrower or any ERISA Affiliate or to
which the Borrower or any ERISA Affiliate contributes or has an obligation to
contribute.

    


    “Permitted
Acquisition” means any Acquisition, provided that (a) the property
acquired (or the property of the Person acquired) is used or useful in the same
or a similar line of business as the Borrower and its Subsidiaries were engaged
in on the Closing Date (and/or any reasonable extensions or expansions, or
related businesses, thereof), (b) if the Equity Interests of another Person are
acquired, the board of directors (or other comparable governing body) of such
other Person shall have duly approved such transaction, (c) if the aggregate
cash and non-cash consideration with respect to any such Acquisition (including
the amount of any assumed Indebtedness, deferred purchase price, any earn-out
payments and/or Equity Interests issued) in excess of $2,000,000, the Borrower
shall have delivered to the Administrative Agent a Pro Forma Compliance
Certificate demonstrating that, upon giving effect to such transaction, the Loan
Parties would be in compliance with the financial covenants set forth in Section 8.11 on a Pro
Forma Basis, (d) the representations and warranties made by the Loan Parties in
each Loan Document shall be true and correct in all material respects at and as
if made as of the date of such transaction (after giving effect thereto), (e) if
such transaction involves the purchase of an interest in a partnership between
any Loan Party as a general partner and entities unaffiliated with the Borrower
as the other partners, such transaction shall be effected by having such equity
interest acquired by a holding company directly or indirectly wholly-owned by
such Loan Party newly formed for the sole purpose of effecting such transaction,
and (f) the aggregate amount of (i) cash consideration with respect to all such
Acquisitions (including the amount of any assumed Indebtedness, deferred
purchase price and any earn-out payments) in the aggregate, during the term of
this Agreement shall not exceed $10,000,000 and (ii) the amount of non-cash
consideration with respect to all such Acquisitions (including the amount of any
Equity Interests issued) in the aggregate, during the term of this Agreement
shall not exceed $25,000,000.

    


    “Permitted Investors”
means, collectively, FIG and its Control Investment Affiliates, provided that, the
definition of “Permitted Investors” shall not include any Control Investment
Affiliate whose primary purpose is the operation of an on-going business
(excluding any business whose primary purpose is the investment of capital or
assets).

    


    “Permitted Liens”
means, at any time, Liens in respect of property of any Loan Party or any
Subsidiary permitted to exist at such time pursuant to the terms of Section
8.01.

    


    “Permitted Transfers”
means (a) Dispositions of inventory in the ordinary course of business;
(b) Dispositions of machinery and equipment, or other immaterial property,
no longer used or useful in the conduct of business of the Borrower and its
Subsidiaries that are Disposed of in the ordinary course of business; (c)
Dispositions of property (including, without limitation, Equity Interests) to
the Borrower or any Subsidiary; provided, that if the
transferor of such property is a Loan Party then the transferee thereof must be
a Loan Party; (d) Dispositions of accounts receivable in connection with the
collection or compromise thereof; (e) licenses, sublicenses, leases or subleases
and/or any other de minimis interest in real property granted to others and not
interfering in any material respect with the business of the Borrower and its
Subsidiaries; (f) Dispositions of residential real property acquired by the
Borrower and/or any of its Subsidiaries from any resident of any Living Facility
in connection with the deferred payment of entrance fees by such resident, and
(g) the sale or disposition of Cash Equivalents for fair market
value.

    


    


    
      
        
           


        

        
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    “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 specified in Section
7.02.

    


    “Pledge Agreement”
means the pledge agreement dated as of the Closing Date executed in favor of the
Administrative Agent.

    


    “Pro Forma Basis”
means, with respect to any transaction, that for purposes of calculating the
financial covenants set forth in Section 8.11, such
transaction shall be deemed to have occurred as of the first day of the most
recent four fiscal quarter period preceding the date of such transaction for
which financial statements were required to be delivered pursuant to Section 7.01(a) or
(b).  In
connection with the foregoing, (a) with respect to any Disposition or
Involuntary Disposition resulting from any condemnation or taking of all or
substantially all of any real property, (i) income statement and cash flow
statement items (whether positive or negative) attributable to the property
disposed of shall be excluded to the extent relating to any period occurring
prior to the date of such transaction and (ii) Indebtedness which is
retired shall be excluded and deemed to have been retired as of the first day of
the applicable period and (b) with respect to any Acquisition, (i) income
statement and cash flow statement items attributable to the Person or property
acquired shall be included to the extent relating to any period applicable in
such calculations to the extent (A) such items are not otherwise included in
such income statement and cash flow statement items for the Borrower and its
Subsidiaries in accordance with GAAP or in accordance with any defined terms set
forth in Section
1.01 and (B) such items are supported by financial statements or other
information reasonably satisfactory to the Administrative Agent and (ii) any
Indebtedness incurred or assumed by any Loan Party or any Subsidiary (including
the Person or property acquired) in connection with such transaction and any
Indebtedness of the Person or property acquired which is not retired in
connection with such transaction (A) shall be deemed to have been incurred
as of the first day of the applicable period and (B) if such Indebtedness
has a floating or formula rate, shall have an implied rate of interest for the
applicable period for purposes of this definition determined by utilizing the
rate which is or would be in effect with respect to such Indebtedness as at the
relevant date of determination.

    


    “Pro Forma Compliance
Certificate” means a certificate of a Responsible Officer of the Borrower
containing reasonably detailed calculations of the financial covenants set forth
in Section 8.11
as of the end of the period of the four fiscal quarters most recently ended for
which the Borrower has delivered financial statements pursuant to Section 7.01(a) or
(b) after
giving effect to the applicable transaction on a Pro Forma Basis.

    


    “Properties” means
each of the real properties identified on Schedule 1.01B
hereto.

    


    “Public Lender” has
the meaning specified in Section
7.02.

    


    “Recourse
Indebtedness” means any Indebtedness, to the extent that recourse of the
applicable lender for non-payment is not limited to such lender’s Liens on a
particular asset or group of assets (except to the extent the assets on which
such lender has a Lien and to which its recourse for non-payment is limited
constitutes cash or Cash Equivalents, to which extent such Indebtedness shall be
deemed to be Recourse Indebtedness); provided that,
personal recourse of any Person for any such Indebtedness for

    


    
      
        
           


        

        
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    fraud,
misrepresentation, misapplication of cash, waste, environmental claims and
liabilities, prohibited transfers, violation of single purpose entity covenants,
and other circumstances customarily excluded by institutional lenders from
exculpation provisions and/or included in separate guaranty or indemnification
agreements in non-recourse financing of real estate shall not, by itself, cause
such Indebtedness to be characterized as Recourse Indebtedness.

    


    “Register” has the
meaning specified in Section
11.06(c).

    


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

    


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

    


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

    


    “Required Lenders”
means, at any time, at least two Lenders (at least one of which must be Bank of
America, N.A. if it is a Lender and is not a Defaulting Lender at the time and
at least one of which must be a Lender (other than Bank of America, N.A. and
other than a Sponsor Affiliate) that is not a Defaulting Lender) holding Loans
and Commitments in the aggregate representing more than 50% of (a) the
unfunded Commitments and the outstanding Loans, L/C Obligations and
participations therein or (b) if the Commitments have been terminated, the
outstanding Loans, L/C Obligations and participations therein; provided, however, that Sponsor
Loans for purposes of determining Required Lenders shall be limited to the
lesser of (a) the Actual Sponsor Percentage at the time of the vote or (b) the
Maximum Sponsor Voting Percentage, as described further in the following
sentence.  Notwithstanding the Actual Sponsor Percentage of the
Sponsor Loans, for purposes of determining Required Lenders, the Actual Sponsor
Percentage shall be limited to the Maximum Sponsor Voting Percentage and to the
extent that the Actual Sponsor Percentage exceeds the Maximum Sponsor Voting
Percentage, such excess percentage shall be divided pro rata among the other
Lenders (other than Lenders holding Loans and Commitments subject to the control
(contractually or otherwise) of the Sponsor Affiliates) according to the amount
of the Loans and Commitments (excluding Sponsor Loans) held by each such
Lender.  The unfunded Commitments of, and the outstanding Loans, L/C
Obligations and participations therein held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required
Lenders.  In no event shall any Sponsor Affiliate have any vote in
matters related to the exercise of remedies (including, without limitation,
imposition of the Default Rate pursuant to Section 2.08(b)(ii) or (iii)) in
connection with the occurrence of an Event of Default and for purposes of any
such vote the Actual Sponsor Percentage shall be divided pro rata among the
other Lenders (other than Lenders holding Loans and Commitments subject to the
control (contractually or otherwise) of the Sponsor Affiliates) according to the
amount of the Loans and Commitments (excluding Sponsor Loans) held by each such
Lender.

    


    “Resident Agreements”
means any and all contracts and agreements executed by, or on behalf of, any
resident or other Person seeking residency or occupancy in a Living Facility and
related services from the Living Facility, and/or Borrower and/or any of
Borrower’s Subsidiaries.

    


    “Responsible Officer”
means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or controller of a Loan Party, T. Andrew Smith,
in his capacity as Secretary of the Borrower, and any other officer of the
applicable Loan Party so designated by any of the foregoing

    


    
      
        
           


        

        
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    officers
in a notice to the Administrative Agent.  Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Loan Party.

    


    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests of any Person, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such Equity Interests or on
account of any return of capital to such Person’s stockholders, partners or
members (or the equivalent Person thereof), or any option, warrant or other
right to acquire any such dividend or other distribution or
payment.

    


    “Revolving Commitment”
means, as to each Lender, its obligation to (a) make Revolving Loans to the
Borrower pursuant to Section 2.01, and (b)
purchase participations in L/C Obligations, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 and/or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto or acquires additional Commitments hereunder, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement,
including as it may be reduced as described in the definition of “Aggregate
Revolver Commitments”.

    


    “Revolving Loan” has
the meaning specified in Section
2.01(a).

    


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

    


    “Sale and Leaseback
Transaction” means, with respect to any Loan Party or any Subsidiary, any
arrangement, directly or indirectly, with any Person whereby such Loan Party or
such Subsidiary shall sell or transfer any property used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property to use for substantially the same purpose or
purposes.

    


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

    


    “Securitization
Transaction” means, with respect to any Person, any financing transaction
or series of financing transactions (including factoring arrangements) pursuant
to which such Person or any Subsidiary of such Person 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 of such
Person.

    


    “Security Agreement”
means the security agreement dated as of the Closing Date executed in favor of
the Administrative Agent.

    


    “Senior Living Unit”
means any senior living unit which is available for immediate occupancy or is
occupied and which is part of a Living Facility.

    


    “Solvent” or “Solvency” means, with
respect to any Person as of a particular date, that on such date (a) such Person
is able to pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business, (b) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature in the ordinary course of business, (c) such Person is not engaged
in a business or a transaction, and is not about

    


    
      
        
           


        

        
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    to engage
in a business or a transaction, for which such Person’s property would
constitute unreasonably small capital, (d) the fair value of the property of
such Person is greater than the total amount of liabilities, including
contingent liabilities, of such Person and (e) the present fair salable 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.  The amount of contingent liabilities at any time shall
be computed as the amount that, in the 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.

    


    “Sponsor Affiliates”
means, collectively, FIG, any fund managed by an Affiliate of FIG and/or any
Affiliate of FIG.

    


    “Sponsor Loans” means
the portion of the Loans and Commitments held or controlled (contractually or
otherwise) by the Sponsor Affiliates.

    


    “Stockholders’ Equity”
means, as of any date of determination, the consolidated Stockholders’ Equity of
the Borrower as at such date determined in accordance with GAAP and shown in the
financial consolidated statements of the Borrower and its Subsidiaries, provided that, there
shall be excluded from Stockholders’ Equity any amount attributable to
Disqualified Stock.

    


    “Subsidiary” means, as
to any Person, a corporation, partnership, limited liability company, joint
venture or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership, joint venture or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person.  Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the
Borrower.

    


    “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, which 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 Provider
Collateral” means, with respect to any Swap Contract, any collateral in
form of cash deposited and/or pledged by the Borrower or any of its Subsidiaries
for the benefit of the counterparty.

    


    “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 value(s) determined in accordance
therewith, such termination value(s) and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap

    


    
      
        
           


        

        
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    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).

    


    “Synthetic Lease”
means any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing arrangement whereby the arrangement is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease or does not otherwise appear on a balance sheet under
GAAP.

    


    “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.

    


    “Threshold Amount”
means $10,000,000.

    


    “Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving
Loans and all L/C Obligations.

    


    “Treasury Management
Agreement” means any agreement governing the provision of treasury or
cash management services, including deposit accounts, overnight draft, credit or
debit cards, funds transfer, automated clearinghouse, zero balance accounts,
returned check concentration, controlled disbursement, lockbox, account
reconciliation and reporting and trade finance services and other cash
management services.

    


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

     

    “Unconsolidated Joint
Venture” means any Joint Venture of the Borrower or any of its
Subsidiaries in which the Borrower or such Subsidiary holds any Equity Interest
but which would not be combined with the Borrower in the consolidated financial
statements of the Borrower in accordance with GAAP.

    


    “United States” and
“U.S.” mean the
United States of America.

    


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

    


    “Voting Stock” means,
with respect to any Person, Equity Interests issued by such Person the holders
of which are ordinarily, in the absence of contingencies, entitled to vote for
the election of directors (or persons performing similar functions) of such
Person, whether or not the right so to vote has been suspended by the happening
of such a contingency.

    


    1.02                      Other
Interpretive Provisions.

    


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

    


    (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The word
“will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless
the context

    


    
      
        
           


        

        
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    requires
otherwise, (i) any definition of or reference to any agreement, instrument or
other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words
of similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof,
(iv) all references in a Loan Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, the Loan Document in which such references appear, (v) any
reference to any law shall include all statutory and regulatory provisions
consolidating, amending, replacing or interpreting such law and any reference to
any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset”
and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

    


    (b)           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.”

    


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

    


    1.03                      Accounting
Terms.

    


    (a)           Generally.  Except
as otherwise specifically prescribed herein, 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 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.

    


    (b)           Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP.

    


    (c)           Calculations.  Notwithstanding
the above, the parties hereto acknowledge and agree that all calculations of the
financial covenants in Section 8.11
(including for purposes of determining the Applicable Rate) shall be made on a
Pro Forma Basis with respect to any Disposition (other than Permitted
Transfers), Involuntary Disposition resulting from any

    


    
      
        
           


        

        
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    condemnation
or taking of all or substantially all of any real property or Acquisition
occurring during the applicable period.

    


    1.04                      Rounding.

    


    Any
financial ratios required to be maintained by the Borrower pursuant to this
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                      Times of
Day.

    


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

    


    1.06                      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.

    


    


    ARTICLE
II

    


    THE
COMMITMENTS AND CREDIT EXTENSIONS

    


    2.01                      Revolving
Loans.

    


    Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make loans (each such loan, a “Revolving Loan”) to
the Borrower in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of such Lender’s Revolving Commitment; provided, however, that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not
exceed such Lender’s Revolving Commitment.  Within the limits of each
Lender’s Revolving Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01, prepay
under Section
2.05, and reborrow under this Section
2.01.  Revolving Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein, provided, however, all
Borrowings made on the Closing Date shall be made as Base Rate
Loans.

    


    2.02                      Borrowings,
Conversions and Continuations of Loans.

    


    (a)           Each
Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower’s
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than (i) 11:00 a.m. three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of, Eurodollar Rate
Loans or of any conversion of Eurodollar

    


    
      
        
           


        

        
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    Rate
Loans to Base Rate Loans, and (ii) 10:00 a.m. on the requested date of any
Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower
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.  Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $1,000,000 (or such
lesser amount then outstanding) or a whole multiple of $1,000,000 in excess
thereof.  Except as provided in Section 2.03(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof.  Each
Loan Notice (whether telephonic or written) shall specify (i) whether the
Borrower is requesting a Borrowing, a conversion of Loans from one Type to the
other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing Loans are
to be converted, and (v) if applicable, the duration of the Interest Period with
respect thereto.  If the Borrower fails to specify a Type of a 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. Any such 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 Rate Loans.  If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any Loan Notice, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one month.

    


    (b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans as described in the preceding
subsection.  In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than 2:00 p.m. on
the Business Day specified in the applicable Loan Notice.  Upon
satisfaction of the applicable conditions set forth in Section 5.02 (and, if
such Borrowing is the initial Credit Extension, Section 5.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America 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 of a Borrowing of Revolving Loans, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings and second, shall be made
available to the Borrower as provided above.

    


    (c)           Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or
converted only on the last day of the Interest Period for such Eurodollar Rate
Loan.  During the existence of an Event of Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders, and the Required Lenders may demand that any or
all of the then outstanding Eurodollar Rate Loans be converted immediately to
Base Rate Loans.

    


    (d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
determination of such interest rate.  At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in the Prime Rate used in determining the Base Rate
promptly following the public announcement of such change.

    


    


    
      
        
           


        

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

    


    2.03                      Standby
Letters of Credit.

    


    (a)           The Letter of Credit
Commitment.

    


    (i)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue standby Letters of Credit
in Dollars for the account of the Borrower or any of its Subsidiaries, and to
amend or extend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of Credit; and
(B) the Lenders severally agree to participate in Letters of Credit issued for
the account of the Borrower or its Subsidiaries and any drawings thereunder;
provided that
after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate
Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving
Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not
exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the
L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each
request by the Borrower for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrower that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to
the preceding sentence.  Within the foregoing limits, and 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, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or have been returned or terminated or that have been drawn upon
and reimbursed.  All Existing Letters of Credit shall be deemed to
have been issued pursuant hereto, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.

    


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

    


    (A)           
subject to Section
2.03(b)(iii), the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Lenders (other than Defaulting Lenders) holding a majority of the
Revolving Commitments have approved such expiry date; or

    


    (B)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless the Borrower has Cash Collateralized 105% of the
face amount of such Letter of Credit on or before the date of issuance of such
Letter of Credit.

    


    (iii)                      The
L/C Issuer shall not be under any 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

    


    
      
        
           


        

        
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    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 which was not applicable
on the Closing Date and which the L/C Issuer in good faith deems material to
it;

    


    (B)           the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to borrowers generally;

    


    (C)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $250,000;

    


    (D)           such
Letter of Credit is to be denominated in a currency other than Dollars;
or

    


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

    


    (iv)          The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.

    


    (v)           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.

    


    (vi)          The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article X 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 Issuer
Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article X included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.

    


    (b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

    


    (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 must be received by the
L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least five
Business Days (or such later date and time as the Administrative Agent and the
L/C Issuer may agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business Day); (B) the amount

    


    
      
        
           


        

        
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    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; (G) the purpose and nature of the
requested Letter of Credit; and (H) such other matters as the L/C Issuer may
reasonably 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 reasonably require.  Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may reasonably 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.  Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article V shall
not be satisfied, 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 Borrower or the applicable Subsidiary or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices.  Immediately upon the issuance
of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the L/C Issuer a risk participation
in such Letter of Credit in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of
such Letter of Credit.

    


    (iii)          If
the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C
Issuer for any such extension.  Once an Auto-Extension Letter of
Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the extension of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions
specified in Section
5.02 is not then satisfied, and in each case directing the L/C Issuer not
to permit such extension.

    


    


    
      
        
           


        

        
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    (iv)         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
receipt from the beneficiary of any Letter of Credit of any notice of drawing
under such 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 Lender of the Honor Date, the amount of the unreimbursed
drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable 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, but subject to the conditions set forth in
Section 5.02
(other than the delivery of a Loan Notice) and provided that, after giving
effect to such Borrowing, the Total Revolving Outstandings shall not exceed the
Aggregate Revolving Commitments.  Any notice given by the L/C Issuer
or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

    


    (ii)          Each
Lender 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 Applicable
Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made a 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 because the conditions set forth in Section 5.02 cannot
be satisfied or for any other 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 Lender’s payment to the Administrative
Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.

    


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

    


    (v)          Each
Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by
any

    


    
      
        
           


        

        
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    circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which
such 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
(C) any other occurrence, event or condition, whether or not similar to any of
the foregoing; provided, however, that each
Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 5.02 (other
than delivery by the Borrower of a Loan Notice).  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 Lender fails to make available to the Administrative Agent for the
account of the L/C Issuer any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer
in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in
respect of the relevant L/C Borrowing, as the case may be.  A
certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi)
shall be conclusive absent manifest error.

    


    (d)           Repayment of
Participations.

    


    (i)           At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any payment
in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of cash collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof in the same funds as
those received by the Administrative Agent.

    


    (ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  The obligations of
the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.

    


    (e)           Obligations
Absolute.  The obligation 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 Agreement under all circumstances,
including the following:

    


    


    
      
        
           


        

        
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    (i)           any
lack of validity or enforceability of such Letter of Credit, this Agreement or
any other Loan Document;

    


    (ii)           the
existence of any claim, counterclaim, setoff, defense or other right that any
Loan Party or any Subsidiary 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 Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction;

    


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

    


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

    


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

    


    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 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 such 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, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  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’s pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee 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

    


    
      
        
           


        

        
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    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.

    


    (g)           Cash
Collateral.  Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C
Obligations.  Sections 2.05 and
9.02(c) set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03, Section 2.05 and
Section
9.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and, to the extent
applicable, the Lenders, as collateral for the L/C Obligations, cash or deposit
account balances pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the L/C Issuer (which documents are
hereby consented to by the Lenders).  Derivatives of such term have
corresponding meanings.  The Borrower hereby grants to the
Administrative Agent, for the benefit of the L/C Issuer and, to the extent
applicable, the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing.  Cash
Collateral shall be maintained in blocked, non-interest bearing deposit accounts
at Bank of America.

    


    (h)           Applicability of
ISP.  Unless otherwise provided herein or expressly agreed by
the L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each standby Letter of Credit.

    


    (i)           Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage a Letter
of Credit fee (the “Letter of Credit
Fee”) for each Letter of Credit equal to the L/C Fee Rate times the daily
amount available to be drawn under such Letter of Credit.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.06.  Letter of Credit Fees shall be (i) due and payable on
the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (ii) computed on a quarterly basis in arrears; provided that (1) any
Letter of Credit Fees that accrue in favor of a Defaulting Lender shall be paid
to the L/C Issuer for its own account for so long as such Lender shall be a
Defaulting Lender and (2) any Letter of Credit Fee accrued in favor of a
Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall be paid to the L/C Issuer for
its own account for so long as such Lender shall be a Defaulting
Lender.  If there is any change in the L/C Fee Rate during any
quarter, the daily amount available to be drawn under each standby Letter of
Credit shall be computed and multiplied by the L/C Fee Rate separately for each
period during such quarter that such L/C Fee Rate was in
effect.  Notwithstanding anything to the contrary contained herein,
upon the request of the Required Lenders (other than in connection with an Event
of Default resulting form the Borrower’s failure to pay principal of the Loans
when due, in which case the Default Rate shall apply automatically), while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.

    


    


    
      
        
           


        

        
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    (j)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer. The Borrower shall pay
directly to the L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit, at the rate per annum specified in the Fee Letter,
computed on the daily amount available to be drawn under such Letter of Credit
and on a quarterly basis in arrears.  Such fronting fee shall be due
and payable on the tenth Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period
(or portion thereof, in the case of the first payment), commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.06.  In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect.  Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.

    


    (k)           Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.

    


    (l)           Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of Subsidiaries inures to the benefit of the Borrower,
and that the Borrower’s business derives substantial benefits from the
businesses of such Subsidiaries.

    


    2.04                      [reserved].

    


    2.05                      Prepayments.

    


    (a)           Voluntary Prepayments of
Loans.  The Borrower may, upon notice from the Borrower to the
Administrative Agent, at any time or from time to time voluntarily prepay
Revolving Loans in whole or in part without premium or penalty; provided that (A)
such notice must be received by the Administrative Agent not later than 11:00
a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such
prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire
principal amount thereof then outstanding); and (C) any prepayment of Base Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof (or, if less, the entire principal amount thereof
then outstanding).  Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar
Rate Loans are to be prepaid, the Interest Period(s) of such
Loans.  The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender’s Applicable
Percentage of such prepayment.  If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.  Any prepayment of a Eurodollar Rate Loan shall be
accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section
3.05.  Each such prepayment shall be applied to the Loans of
the Lenders in accordance with their respective Applicable
Percentages.

    


    (b)           Mandatory Prepayments of
Loans.

    


    


    
      
        
           


        

        
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    (i)           Revolving
Commitments.  If for any reason the Total Revolving
Outstandings at any time exceed the Aggregate Revolving Commitments then in
effect, the Borrower shall immediately prepay Revolving Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess;
provided, however, that the
Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(b)(i)
unless after the prepayment in full of the Revolving Loans the Total Revolving
Outstandings exceed the Aggregate Revolving Commitments then in
effect.

    


    (ii)          Dispositions and Involuntary
Dispositions.  The Borrower shall prepay the Loans and/or Cash
Collateralize the L/C Obligations as hereafter provided in an aggregate amount
equal to 100% (or 85% in the case of Sale and Leaseback Transactions and
dispositions of joint venture interests) of the Net Cash Proceeds received by
any Loan Party or any Subsidiary from all Dispositions (excluding Permitted
Transfers and those matters described on Schedule 2.05(b)) and
Involuntary Dispositions.  With respect to Involuntary Dispositions
only, the Net Cash Proceeds of such Involuntary Disposition must be prepaid only
to the extent such Net Cash Proceeds are not reinvested in similar
assets.   

    


    (iii)         Consolidated Excess Cash
Flow.   Commencing with the fiscal quarter ended March 31,
2009, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C
Obligations as hereafter provided in an aggregate amount (to the extent
positive) equal to (i) 65% of Excess Cash Flow for each such fiscal quarter
minus the Cash
Flow Adjustment Amount for such fiscal quarter.  Each such prepayment
or cash collateralization shall be made upon the earlier of (i) three (3) days
following the delivery of the Compliance Certificate delivered with the
quarterly or annual financial statements of the Borrower and its consolidated
Subsidiaries in accordance with Section 7.02(b) and (ii) the date forty-eight
(48) days following the end of each fiscal quarter (or, with respect to the
fourth fiscal quarter of each fiscal year, the date ninety-three (93) days
following the end of such fiscal quarter).

    


    (iv)         Debt
Issuances.  Promptly upon receipt by any Loan Party or any
Subsidiary of the Net Cash Proceeds of any Debt Issuance associated with
refinancing of real property (other than with respect to those matters described
on Schedule
2.05(b)), the Borrower shall prepay the Loans and/or Cash Collateralize
the L/C Obligations as hereafter provided in an aggregate amount equal to 85% of
such Net Cash Proceeds.

    


    (v)          Equity
Issuances.  Promptly upon the receipt by any Loan Party or any
Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall
prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to 100% of such Net Cash Proceeds.

    


    (vi)                      Application of Mandatory
Prepayments.  All amounts required to be paid pursuant to this
Section 2.05(b)
shall be applied as follows:

    


    (A)           with
respect to all amounts prepaid pursuant to Section 2.05(b)(i),
first, ratably
to the L/C Borrowings, second, to the
outstanding Revolving Loans, and, third, to Cash
Collateralize the remaining L/C Obligations; and

    


    (B)           with
respect to all amounts prepaid pursuant to Sections 2.05(b)(ii),
(iii), (iv), and (v), first ratably to the
L/C Borrowings, second, to the
outstanding Revolving Loans, and, third, to Cash
Collateralize the remaining L/C Obligations (with a corresponding reduction in
the Aggregate Revolving Commitments).

    


    


    
      
        
           


        

        
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    Within
the parameters of the applications set forth above, prepayments shall be applied
first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of
Interest Period maturities.  All prepayments under this Section 2.05(b) shall
be subject to Section
3.05, but otherwise without premium or penalty, and prepayment of
Eurodollar Rate Loans shall be accompanied by interest on the principal amount
prepaid through the date of prepayment.

    


    (vii)         Eurodollar Prepayment
Account.  If the Borrower is required to make a mandatory
prepayment of Eurodollar Rate Loans under this Section 2.05(b),
so long as no Event of Default exists, the Borrower shall have the right, in
lieu of making such prepayment in full, to deposit an amount equal to such
mandatory prepayment with the Administrative Agent in a cash collateral account
maintained (pursuant to documentation reasonably satisfactory to the
Administrative Agent) by and in the sole dominion and control of the
Administrative Agent.  Any amounts so deposited shall be held by the
Administrative Agent as collateral for the prepayment of such Eurodollar Rate
Loans and shall be applied to the prepayment of the applicable Eurodollar Rate
Loans at the end of the current Interest Periods applicable thereto or, sooner,
at the election of the Administrative Agent, upon the occurrence of an Event of
Default.  At the request of the Borrower, amounts so deposited shall
be invested by the Administrative Agent in Cash Equivalents maturing on or prior
to the date or dates on which it is anticipated that such amounts will be
applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash
Equivalents will be for the account of the Borrower and the Borrower will
deposit with the Administrative Agent the amount of any loss on any such Cash
Equivalents to the extent necessary in order that the amount of the prepayment
to be made with the deposited amounts may not be reduced.

    


    2.06                      Termination
or Reduction of Aggregate Revolving Commitments.

    


    (a)           Optional
Reductions.  The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitments, or from
time to time permanently reduce the Aggregate Revolving Commitments to an amount
not less than the Outstanding Amount of Revolving Loans and L/C Obligations;
provided that
(i) any such notice shall be received by the Administrative Agent not later
than 12:00 noon five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount
of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and
(iii) if, after giving effect to any reduction of the Aggregate Revolving
Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate
Revolving Commitments, such sublimit shall be automatically reduced by the
amount of such excess.  The Administrative Agent will promptly notify
the Lenders of any such notice of termination or reduction of the Aggregate
Revolving Commitments.  Any reduction of the Aggregate Revolving
Commitments shall be applied to the Revolving Commitment of each Lender
according to its Applicable Percentage.  All fees accrued with respect
thereto until the effective date of any termination or reduction of the
Aggregate Revolving Commitments shall be paid on the effective date of such
termination or reduction .

    


    (b)           Mandatory
Reductions.  The Aggregate Revolving Commitments shall be
permanently reduced in an amount equal to the amount of Net Cash Proceeds or
Consolidated Excess Cash Flow, as applicable, that is available to be applied to
the prepayment of Revolving Loans and L/C Obligations as required pursuant to
Section
2.05(b)(ii), (iii), (iv) and (v), irrespective of
the Total Revolving Outstandings at such time; provided, however, that with
respect to amounts prepaid pursuant to Section 2.05(b)(v),
the Aggregate Revolving Commitments shall be reduced by an amount equal to 65%
of such prepayment

    


    


    
      
        
           


        

        
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    2.07                      Repayment
of Loans.

    


    The
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of all Revolving Loans outstanding on such date.

    


    2.08                      Interest.

    


    (a)           Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the sum of the Eurodollar Rate for such
Interest Period plus the Applicable
Rate; and (ii) each 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.

    


    (b)           (i)           If
any amount of principal of any Loan 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 Laws.

    


    (ii)          If
any amount (other than principal of any Loan) payable by the Borrower under any
Loan Document is not paid when due (without regard to any applicable grace
periods), whether at stated maturity, by acceleration or otherwise, then upon
the request of the Required Lenders, 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 Laws.

    


    (iii)         Upon
the 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
Laws.

    


    (iv)         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.

    


    In
addition to certain fees described in subsections (i) and (j) of Section
2.03:

    


    (a)           Commitment
Fee.  The Borrower shall pay to the Administrative Agent, for
the account of each Lender in accordance with its Applicable Percentage, a
commitment fee equal to the product of (i) one percent (1%) times (ii) the actual
daily amount by which the Aggregate Revolving Commitments exceed the sum of (y)
the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C
Obligations. The commitment fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article
V is not met, and shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and on the last day of the
Availability Period; provided that (1) no
commitment fee shall accrue on any of the Revolving Commitment of a Defaulting
Lender so long as such Lender shall be a Defaulting Lender and (2) any
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    respect
to the Revolving Commitment of a Defaulting Lender during the period prior to
the time such Lender became a Defaulting Lender and unpaid at such time shall
not be payable by the Borrower so long as such Lender shall be a Defaulting
Lender. The commitment fee shall be calculated quarterly in
arrears.

    


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

    


    2.10                      Computation
of Interest and Fees.

    


    All
computations of interest for Base Rate Loans shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year).  Interest shall accrue on each Loan for the day on
which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day.  Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.

    


    2.11                      Evidence
of Debt.

    


    (a)           The
Credit Extensions 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 Credit Extensions 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.  Upon the request of any Lender made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a promissory note, which shall evidence such Lender’s
Loans in addition to such accounts or records.  Each such promissory
note shall be in the form of Exhibit 2.11(a) (a
“Note”).  Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.

    


    (b)           In
addition to the accounts and records referred to in subsection (a), each Lender
and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit.  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.

    


    2.12                      Payments
Generally; Administrative Agent’s Clawback.

    


    (a)           General.  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, all payments by the Borrower hereunder
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
Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein.  The

    


    
      
        
           


        

        
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    Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or
other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All
payments received by the Administrative Agent after 2:00 p.m. shall be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.  If any payment to be made by the Borrower
shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected on
computing interest or fees, as the case may be.

    


    (b)           (i)           Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender
will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in
the case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Loans.  If the Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Borrowing.  Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.

    


    (ii)           Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
time at which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the
amount due.  In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or the L/C Issuer, in immediately available
funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.

    


    A notice
of the Administrative Agent to any Lender, L/C Issuer or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.

    


    


    
      
        
           


        

        
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    (c)           Failure to Satisfy
Conditions Precedent.  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 Credit Extension set forth in Article V are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

    


    (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and to make payments pursuant
to Section
11.04(c) are several and not joint.  The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under
Section
11.04(c) on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or to make its payment under Section
11.04(c).

    


    (e)           Funding
Source.  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.

    


    (f)           Insufficient
Funds.  If at any time insufficient funds are received by and
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 payment 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 (ii) second, toward
payment 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.

    


    2.13                      Sharing
of Payments by Lenders.

    


    If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Loans
made by it, or the participations in L/C Obligations held by it resulting in
such Lender’s receiving payment of a proportion of the aggregate amount of such
Loans or participations and accrued interest thereon greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Loans and subparticipations in L/C Obligations of
the other Lenders, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided
that:

    


    (i)           if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and

    


    (ii)           the
provisions of this Section shall not be construed to apply to (A) any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or (B) any payment obtained by the L/C Issuer in respect of risk
participations of Defaulting Lenders and Impacted Lenders from cash collateral
securing such risk participations or (C) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in

    


    
      
        
           


        

        
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    any of
its Loans or subparticipations in L/C Obligations to any assignee or
participant, other than to any Loan Party or any Subsidiary thereof (as to which
the provisions of this Section shall apply).

    


    Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Loan Party in the amount of such
participation.

    


    


    ARTICLE
III

    


    TAXES,
YIELD PROTECTION AND ILLEGALITY

    


    3.01                      Taxes.

    


    (a)           Payments Free of Taxes;
Obligation to Withhold; Payments on Account of Taxes.  (i) Any
and all payments by or on account of any obligation of the Loan Parties
hereunder or under any other Loan Document shall to the extent permitted by
applicable Laws be made free and clear of and without reduction or withholding
for any Taxes.  If, however, applicable Laws require any Loan Party or
the Administrative Agent to withhold or deduct any Tax, such Tax shall be
withheld or deducted in accordance with such Laws as determined by such Loan
Party or the Administrative Agent, as the case may be, upon the basis of the
information and documentation to be delivered pursuant to subsection (e)
below.

    


    (ii)           If
the Loan Parties 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 and 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 based
upon the information and documentation it has received pursuant to subsection
(e) below, (B) the Administrative Agent shall timely pay the full amount
withheld or deducted to the relevant Governmental Authority in accordance with
the Internal Revenue Code, and (C) to the extent that the withholding or
deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by the Loan Parties 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) the
Administrative Agent, any Lender or the L/C Issuer, as the case may be, receives
an amount equal to the sum it would have received had no such withholding or
deduction been made.

    


    


    (b)           Payment of Other Taxes by
the Loan Parties.  Without limiting the provisions of
subsection (a) above, the Loan Parties shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Laws.

    


    (c)           Tax
Indemnification.  (i) Without limiting the provisions of
subsection (a) or (b) above, the Loan Parties shall, and do hereby, indemnify
the Administrative Agent, each Lender and the L/C Issuer, and shall make payment
in respect thereof within ten days after demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
withheld or deducted by the Loan Parties or the Administrative Agent or paid by
the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect

    


    
      
        
           


        

        
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    thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  The Loan
Parties shall also, and do hereby, indemnify the Administrative Agent, and shall
make payment in respect thereof within ten days after demand therefor, for any
amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly
to the Administrative Agent as required by clause (ii) of this
subsection.  A certificate as to the amount of any such payment or
liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy
to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest
error.

    


    (ii)           Without
limiting the provisions of subsection (a) or (b) above, each Lender and the L/C
Issuer shall, and does hereby, indemnify the Loan Parties and the Administrative
Agent, and shall make payment in respect thereof within ten days after demand
therefor, against any and all Taxes and any and all related losses, claims,
liabilities, penalties, interest and expenses (including the fees, charges and
disbursements of any counsel for the Borrower or the Administrative
Agent) incurred by or asserted against the Borrower or the Administrative Agent
by any Governmental Authority as a result of the failure by such Lender or the
L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such
Lender or the L/C Issuer, as the case may be, to the Borrower or the
Administrative Agent pursuant to subsection (e).  Each Lender and the
L/C Issuer hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Lender or the L/C Issuer, as the case
may be, under this Agreement or any other Loan Document against any amount due
to the Administrative Agent under this clause (ii).  The agreements in
this clause (ii) shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a
Lender or the L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.

    


    (d)           Evidence of
Payments.  Upon request by any Loan Party or the Administrative
Agent, as the case may be, after any payment of Taxes by such Loan Party or by
the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such
Loan Party shall deliver to the Administrative Agent or the Administrative Agent
shall deliver to such Loan Party, as the case may be, the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of any return required by Law to report such payment or
other evidence of such payment reasonably satisfactory to such Loan Party or the
Administrative Agent, as the case may be.

    


    (e)           Status of Lenders; Tax
Documentation.  (i) Each Lender shall deliver to the Borrower
and to the Administrative Agent, at the time or times prescribed by applicable
Laws or when reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation prescribed by applicable Laws
or by the taxing authorities of any jurisdiction and such other reasonably
requested information as will permit the Borrower or the Administrative Agent,
as the case may be, to determine (A) whether or not payments made hereunder or
under any other Loan Document are subject to deduction or withholding
attributable to Taxes, (B) if applicable, the required rate of withholding or
deduction, and (C) such Lender’s entitlement to any available exemption from, or
reduction of, applicable Taxes in respect of all payments to be made to such
Lender by the Borrower pursuant to this Agreement or otherwise to establish such
Lender’s status for withholding tax purposes in the applicable
jurisdiction.

    


    (ii)           Without
limiting the generality of the foregoing, if the Borrower is resident for tax
purposes in the United States,

    


    
      
        
           


        

        
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    (A)           any
Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the
Administrative Agent executed originals of Internal Revenue Service Form W-9 or
such other documentation or information prescribed by applicable Laws or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent, as the case may be, to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements; and

    


    (B)           each
Foreign Lender that is entitled under the Internal Revenue Code or any
applicable treaty to an exemption from or reduction of withholding tax with
respect to payments hereunder or under any other Loan Document shall deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the
request of the Borrower or the Administrative Agent, but only if such Foreign
Lender is legally entitled to do so), whichever of the following is
applicable:

    


    (I)          
 executed originals of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party,

    


    (II)           executed
originals of Internal Revenue Service Form W-8ECI,

    


    (III)          executed
originals of Internal Revenue Service Form W-8IMY and all required supporting
documentation,

    


    (IV)          in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Internal Revenue Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a “bank” within
the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10
percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B)
of the Internal Revenue Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed
originals of  Internal Revenue Service Form W-8BEN, or

    


    (V)           executed
originals of any other form prescribed by applicable Laws as a basis for
claiming exemption from or a reduction in United States Federal withholding tax
together with such supplementary documentation as may be prescribed by
applicable Laws to permit the Borrower or the Administrative Agent to determine
the withholding or deduction required to be made.

    


    (iii)          Each
Lender shall promptly (A) notify the Borrower and the Administrative Agent of
any change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (B) 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 Laws of any jurisdiction that the Borrower
or the Administrative Agent make any withholding or deduction for taxes from
amounts payable to such Lender.

    


    (f)           Treatment of Certain
Refunds.  Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender or the L/C

    


    
      
        
           


        

        
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    Issuer,
or have any obligation to pay to any Lender or the L/C Issuer, any refund of
Taxes withheld or deducted from funds paid for the account of such Lender or the
L/C Issuer, as the case may be.  If the Administrative Agent, any
Lender or the L/C Issuer determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by any Loan Party or with respect to which any Loan Party has paid
additional amounts pursuant to this Section, it shall pay to such Loan Party an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by such Loan Party under this Section with respect
to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses incurred by the Administrative Agent, such Lender or the
L/C Issuer, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund), provided that each
Loan Party, upon the request of the Administrative Agent, such Lender or the L/C
Issuer, agrees to repay the amount paid over to such Loan Party (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection
shall not be construed to require the Administrative Agent, any Lender or the
L/C Issuer to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Borrower or any other
Person.

    


    3.02                      Illegality.

    


    If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London 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 Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans or,
if such notice relates to the unlawfulness or asserted unlawfulness of charging
interest based on the Eurodollar Base Rate, to make Base Rate Loans as to which
the interest rate is determined with reference to the Eurodollar Base Rate, 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, convert all
Eurodollar Rate Loans of such Lender to Base Rate Loans and Base Rate Loans as
to which the interest rate is not determined with reference to the Eurodollar
Rate, either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans or Base Rate Loans.  Notwithstanding the
foregoing, and despite the illegality for such a Lender to make, maintain or
fund Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is
determined with reference to the Eurodollar Rate, that Lender shall remain
committed to make Base Rate Loans and shall be entitled to recover interest at
the Base Rate.  Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or
converted.

    


    3.03                      Inability
to Determine Rates.

    


    If the
Required Lenders determine that for any reason in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that
(i) Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for
determining the Eurodollar Base Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or (iii) the Eurodollar Base
Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and
fairly reflect the cost to

    


    
      
        
           


        

        
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    such
Lenders of funding such Loan, the Administrative Agent will promptly notify the
Borrower and each Lender.  Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans and Base Rate Loans as to which the
interest rate is determined with reference to the Eurodollar Rate 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
Rate Loans or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans in the amount specified
therein.

    


    3.04                      Increased
Costs.

    


    (a)           Increased Costs
Generally.  If any Change in Law shall:

    


    (i)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the Eurodollar Rate) or the L/C
Issuer;

    


    (ii)          subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Rate Loan made by it, or change the basis of taxation of payments
to such Lender or the L/C Issuer in respect thereof (except for Indemnified
Taxes or Other Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or

    


    (iii)         impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans
made by such Lender or any Letter of Credit or participation
therein;

    


    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the
L/C Issuer hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or the L/C Issuer, the Borrower will pay to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

    


    (b)           Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s or the L/C Issuer’s capital or on the capital of such
Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will

    


    
      
        
           


        

        
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    compensate
such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding
company for any such reduction suffered.

    


    (c)           Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such
certificate within ten days after receipt thereof.

    


    (d)           Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or the
L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).

    


    3.05                      Compensation
for 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
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to
Section 11.13;
or

    


    excluding
any loss of anticipated profits but including any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The 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 Rate
Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar
Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Eurodollar Rate Loan was in fact so funded.

    


    


    
      
        
           


        

        
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    3.06                      Mitigation
Obligations; Replacement of Lenders.

    


    (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04,
or the Borrower is required to pay any additional amount to any Lender, the L/C
Issuer, or any Governmental Authority for the account of any Lender or the L/C
Issuer pursuant to Section 3.01, or if
any Lender gives a notice pursuant to Section 3.02, then
such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to
designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or the L/C Issuer,
such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section
3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender or the L/C
Issuer, as the case may be, to any unreimbursed cost or expense and would not
otherwise be materially disadvantageous to such Lender or the L/C Issuer, as the
case may be.  The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender or the L/C Issuer in connection with any
such designation or assignment.

    


    (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, the
Borrower may replace such Lender in accordance with Section
11.13.

    


    3.07                      Survival.

    


    All of
the Loan Parties’ obligations under this Article III shall
survive termination of the Aggregate Revolving Commitments, repayment of all
other Obligations hereunder, and resignation of the Administrative
Agent.

    


    ARTICLE
IV

     

    GUARANTY

    


    4.01                      The
Guaranty.

    


    Each of
the Guarantors hereby jointly and severally guarantees to each Lender, each
Affiliate of a Lender that enters into a Swap Contract or a Treasury Management
Agreement with any Loan Party or any Subsidiary, and the Administrative Agent as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the 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 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
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.

    


    Notwithstanding
any provision to the contrary contained herein or in any other of the Loan
Documents, Swap Contracts or Treasury Management Agreements, the obligations of
each Guarantor under this Agreement and the other Loan Documents shall not
exceed an aggregate amount equal to the largest amount that would not render
such obligations subject to avoidance under applicable Debtor Relief
Laws.

    


    


    
      
        
           


        

        
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    4.02                      Obligations
Unconditional.

    


    The
obligations of the Guarantors under Section 4.01 are
joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents
or other documents relating to the Obligations, or any substitution, release,
impairment or exchange of any other guarantee of or security for any of the
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 4.02
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 IV until
such time as the Obligations have been paid in full and the Commitments have
expired or terminated.  Without limiting the generality of the
foregoing, it is agreed that, to the fullest extent permitted by Law, 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 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 Loan Documents or
other documents relating to the Obligations shall be done or
omitted;

    


    (c)           the
maturity of any of the 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 Loan Documents or other documents relating to the
Obligations shall be waived or any other guarantee of any of the 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 other holder of
the Obligations as security for any of the Obligations shall fail to attach or
be perfected;

    


    (e)           any
of the Obligations shall be determined to be void or voidable (including,
without limitation, for the benefit of any creditor of any Guarantor) or shall
be subordinated to the claims of any Person (including, without limitation, any
creditor of any Guarantor); or

    


    (f)           any
law, regulation, decree or order of any jurisdiction, or any other event,
affecting any term of any Obligation or the rights of any Lender, Affiliate of a
Lender that enters into a Swap Contract or a Treasury Management Agreement with
any Loan Party or any Subsidiary, or the Administrative Agent with respect
thereto.

    


    With
respect to its obligations hereunder, each Guarantor hereby expressly waives
diligence, presentment, demand of payment, protest and all notices whatsoever,
and any requirement that the Administrative Agent or any other holder of the
Obligations exhaust any right, power or remedy or proceed against any Person
under any of the Loan Documents or any other document relating to the
Obligations, or against any other Person under any other guarantee of, or
security for, any of the Obligations.

    


    4.03                      Reinstatement.

    


    


    
      
        
           


        

        
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    The
obligations of the Guarantors under this Article IV 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 Obligations is rescinded or must
be otherwise restored by any holder of any of the Obligations, whether as a
result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it
will indemnify the Administrative Agent and each other holder of the Obligations
on demand for all reasonable costs and expenses (including, without limitation,
the fees, charges and disbursements of counsel) incurred by the Administrative
Agent or such holder of the 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.

    


    4.04                      Certain
Additional Waivers.

    


    Without
limiting the generality of the provisions of this Article IV, each
Guarantor hereby specifically waives the benefits of N.C. Gen. Stat.
§§ 26-7 through 26-9, inclusive, to the extent applicable.    Each
Guarantor further agrees that such Guarantor shall have no right of recourse to
security for the Obligations, except through the exercise of rights of
subrogation pursuant to Section 4.02 and
through the exercise of rights of contribution pursuant to Section 4.06.

    


    4.05                      Remedies.

    


    The
Guarantors agree that, to the fullest extent permitted by law, as between the
Guarantors, on the one hand, and the Administrative Agent and the other holders
of the Obligations, on the other hand, the Obligations may be declared to be
forthwith due and payable as specified in Section 9.02
(and shall be deemed to have become automatically due and payable in the
circumstances specified in said Section 9.02)
for purposes of Section 4.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Obligations from becoming automatically due and
payable) as against any other Person and that, in the event of such declaration
(or the Obligations being deemed to have become automatically due and payable),
the Obligations (whether or not due and payable by any other Person) shall
forthwith become due and payable by the Guarantors for purposes of Section 4.01.  The
Guarantors acknowledge and agree that their obligations hereunder are secured in
accordance with the terms of the Collateral Documents and that the holders of
the Obligations may exercise their remedies thereunder in accordance with the
terms thereof.

    


    4.06                      Rights of
Contribution.

    


    The
Guarantors agree among themselves that, in connection with payments made
hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable law.  Such contribution
rights shall be subordinate and subject in right of payment to the obligations
of such Guarantors under the Loan Documents and no Guarantor shall exercise such
rights of contribution until all Obligations have been paid in full and the
Commitments have terminated.

    


    4.07                      Guarantee
of Payment; Continuing Guarantee.

    


    The
guarantee in this Article IV is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Obligations whenever arising.

    


    


    


    
      
        
           


        

        
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    ARTICLE
V

    


    CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS

    


    5.01                      Conditions
of Effectiveness.

    


    This
Agreement shall be effective upon satisfaction of the following conditions
precedent:

    


    (a)           Loan
Documents.  Receipt by the Administrative Agent of executed
counterparts of this Agreement and the other Loan Documents, each properly
executed by a Responsible Officer of the signing Loan Party and, in the case of
this Agreement, by each Lender.

    


    (b)           Opinions of Counsel.
Receipt by the Administrative Agent of favorable opinions of legal counsel to
the Loan Parties, addressed to the Administrative Agent and each Lender, dated
as of the Closing Date, and in form and substance satisfactory to the
Administrative Agent.

    


    (c)           No Material Adverse
Change.  There shall not have occurred a material adverse
change since December 31, 2007 in the business, assets, property, operations or
condition (financial or otherwise) of the Borrower and its Subsidiaries, taken
as a whole.

    


    (d)           Organization Documents,
Resolutions, Etc.  Receipt by the Administrative Agent of the
following, in form and substance satisfactory to the Administrative
Agent:

    


    (i)           copies
of the Organization Documents of each Loan 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 Loan
Party to be true and correct as of the Closing Date;

    


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

    


    (iii)          such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and is validly
existing, in good standing and qualified to engage in business in its state of
organization or formation, the state of its principal place of business and each
other jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

    


    (e)           Personal Property
Collateral.  Receipt by the Administrative Agent of the
following:

    


    (i)           searches
of Uniform Commercial Code filings in the jurisdiction of formation of each Loan
Party and each other jurisdiction deemed reasonably appropriate by the
Administrative Agent;

    


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

    


    


    
      
        
           


        

        
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    (iii)                      all
certificates evidencing any certificated Equity Interests pledged to the
Administrative Agent pursuant to the Pledge Agreement, together with duly
executed in blank, undated stock powers attached thereto.

    


    (f)           Real Property
Collateral.  Receipt by the Administrative Agent of the
following:

    


    (i)           
fully executed and notarized Mortgages encumbering the fee interest of any Loan
Party in each of the Properties;

    


    (ii)           [reserved]

    


    (iii)          [reserved];

    


    (iv)          ALTA
mortgagee title insurance policies issued by a title insurance company
reasonably acceptable to the Administrative Agent with respect to each Mortgaged
Property, insuring that each of the Mortgages creates a valid and enforceable
first priority mortgage lien on the applicable Mortgaged Property, free and
clear of all defects and encumbrances except Permitted Liens, which title
insurance policies shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent and shall include such endorsements as
are reasonably requested by the Administrative Agent and shall not include the
standard survey exception;

    


    (v)           evidence
as to (A) whether any Mortgaged Property is in an area designated by the
Federal Emergency Management Agency as having special flood or mud slide hazards
(a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood
Hazard Property, (1) whether the community in which such Mortgaged Property
is located is participating in the National Flood Insurance Program,
(2) the applicable Loan Party’s written acknowledgment of receipt of
written notification from the Administrative Agent (a) as to the fact that
such Mortgaged Property is a Flood Hazard Property and (b) as to whether
the community in which each such Flood Hazard Property is located is
participating in the National Flood Insurance Program and (3) copies of
insurance policies or certificates of insurance of the Borrower and its
Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent
and naming the Administrative Agent as sole loss payee on behalf of the
Lenders;

    


    (vi)         an
environmental assessment summary report, as to the Mortgaged Properties, in form
and substance and from professional firms acceptable to the Administrative
Agent; and

    


    (vii)        evidence
reasonably satisfactory to the Administrative Agent that each of the Mortgaged
Properties, and the uses of the Mortgaged Properties, are in compliance in all
material respects with all applicable zoning laws (the evidence submitted as to
which should include the zoning designation made for each of the Mortgaged
Properties, the permitted uses of each such Mortgaged Properties under such
zoning designation and, if available, zoning requirements as to parking, lot
size, ingress, egress and building setbacks).

    


    (g)           Evidence of
Insurance.  Receipt by the Administrative Agent of copies of
insurance policies or certificates of insurance of the Loan Parties evidencing
liability and casualty insurance meeting the requirements set forth in the Loan
Documents, and, with respect to the Mortgaged Properties, naming the
Administrative Agent as additional insured (in the case of liability insurance)
or loss payee (in the case of hazard insurance) on behalf of the
Lenders.

    


    


    
      
        
           


        

        
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    (h)           Closing
Certificate.  Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer of the Borrower certifying that the
conditions specified in Section 5.01(c) and
Sections 5.02(a) and
(b) have been satisfied.

    


    (i)           Fees.  Receipt
by the Administrative Agent, the Arranger and the Lenders of any fees required
to be paid on or before the Closing Date.

    


    (j)           Attorney
Costs.  The Borrower shall have paid all fees, charges and
disbursements of counsel to the Administrative Agent (directly to such counsel
if requested by the Administrative Agent) to the extent invoiced prior to or on
the Closing Date, plus such additional amounts of such fees, charges and
disbursements as shall constitute its reasonable estimate of such fees, charges
and disbursements incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Borrower and the Administrative
Agent).

    


    (k)           Appraisal of
Properties.  Receipt by the Administrative Agent of an
appraisal conducted by an appraiser reasonably satisfactory to the
Administrative Agent, in form and substance satisfactory to the Administrative
Agent, demonstrating that the Properties have a value, in the aggregate, of not
less than $55,000,000.

    


    (l)           Pro Forma Compliance
Certificate.  Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer of the Borrower demonstrating pro
forma compliance with the financial covenants set forth in Section
8.11.

    


    Without
limiting the generality of the provisions of the last paragraph of Section 10.03,
for purposes of determining compliance with the conditions specified in this
Section 5.01,
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 hereunder 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.

    


    5.02                      Conditions
to all Credit Extensions.

    


    The
obligation of each Lender to honor any Request for Credit Extension is subject
to the following conditions precedent:

    


    (a)           The
representations and warranties of each Loan Party contained in Article VI or any
other Loan 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 Credit Extension, 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, unless such representation or warranty is
qualified by “materiality” or “Material Adverse Effect” or similar language, in
which case such representation or warranty shall be true and correct in all
respects as of the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date.

    


    (b)           No
Default shall exist, or would result from such proposed Credit Extension or from
the application of the proceeds thereof.

    


    (c)           The
Administrative Agent and, if applicable, the L/C Issuer shall have received a
Request for Credit Extension in accordance with the requirements
hereof.

    


    


    
      
        
           


        

        
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    Each
Request for Credit Extension submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 5.02(a) and
(b) have been
satisfied on and as of the date of the applicable Credit Extension.

    


    


    ARTICLE
VI

    


    REPRESENTATIONS
AND WARRANTIES

    


    The Loan
Parties represent and warrant to the Administrative Agent and the Lenders
that:

    


    6.01                      Existence,
Qualification and Power.

    


    Each Loan
Party and each Subsidiary (a) is duly organized or formed, validly existing and,
as applicable, in good standing under the Laws of the jurisdiction of its
incorporation or organization (other than AH Pennsylvania CGP, Inc., an Ohio
corporation, which has filed the appropriate tax returns with the Ohio
Department of Taxation and, upon tax clearance, will file an Application for
Reinstatement with the Ohio Secretary of State to reinstate the corporation in
good standing in the State of Ohio), (b) has all requisite power and authority
and all requisite governmental licenses, authorizations, consents and approvals
to (i) own or lease its assets and carry on its business and (ii) execute,
deliver and perform its obligations under the Loan Documents to which it is a
party, and (c) is duly qualified and is licensed and, as applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (b)(i) or
(c), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

    


    6.02                      Authorization;
No Contravention.

    


    The
execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is party have been duly authorized by all necessary corporate
or other organizational action, and do 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, or require any payment
to be made under (i) any Contractual Obligation to which such Person is a party
or affecting such Person or the properties of such Person or any of its
Subsidiaries 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 material Law.

    


    6.03                      Governmental
Authorization; Other Consents.

    


    Except as
set forth on Schedule 6.03, no material approval, consent, exemption,
authorization, or other material action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document other than
(i) those that have already been obtained and are in full force and effect and
(ii) filings to give notice of or to perfect the Liens created by the Collateral
Documents.

    


    6.04                      Binding
Effect.

    


    Each Loan
Document has been duly executed and delivered by each Loan Party that is party
thereto.  Each Loan Document constitutes a legal, valid and binding
obligation of each Loan Party that is party thereto, enforceable against each
such Loan Party in accordance with its terms, except as

    


    
      
        
           


        

        
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    enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditor’s rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

    


    6.05                      Financial
Statements; No Material Adverse Effect.

    


    (a)           The
financial statements delivered pursuant to Sections 7.01(a) and
7.01(b) (i)
were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (ii) fairly
present, in all material respects, the financial condition of the Borrower and
its Subsidiaries 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
(subject, in the case of unaudited financial statements, to the absence of
footnotes and to normal year-end audit adjustments); and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Borrower and
its Subsidiaries as of the date thereof, including liabilities for taxes,
material commitments and Indebtedness.

    


    (b)           The
Audited Financial Statements and the unaudited consolidated and consolidating
financial statements of the Borrower and its Subsidiaries for the fiscal
quarters ending March 31, 2008, June 30, 2008 and September 30, 2008 (i) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (ii) fairly
present, in all material respects, the financial condition of the Borrower and
its Subsidiaries as of the date thereof and their results of operations for the
period covered thereby (subject, in the case of unaudited financial statements,
to the absence of footnotes and to normal year-end audit adjustments); and (iii)
show all material indebtedness and other liabilities, direct or contingent, of
the Borrower and its Subsidiaries as of the date thereof, including liabilities
for taxes, material commitments and Indebtedness.

    


    (c)           From
the date of the Audited Financial Statements to and including the Closing Date,
there has been no Disposition or any Involuntary Disposition of any material
part of the business or property of the Loan Parties and their Subsidiaries,
taken as a whole, and no purchase or other acquisition by any of them of any
business or property (including any Equity Interests of any other Person)
material in relation to the consolidated financial condition of the Loan Parties
and their Subsidiaries, 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)           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.

    


    6.06                      Litigation.

    


    There are
no actions, suits, proceedings, criminal prosecutions, civil investigative
demands, claims or disputes pending or, to the knowledge of the Loan Parties
after due and diligent investigation, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, by or against any
Loan Party or any Subsidiary or against any of their properties or revenues that
(a) purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby or (b) could reasonably be
expected to have a Material Adverse Effect.

    


    


    
      
        
           


        

        
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    6.07                      No
Default.

    


    (a)           No
Loan Party nor any Subsidiary is in default under or with respect to any
Contractual Obligation that individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect.

    


    (b)           No
Default has occurred and is continuing.

    


    6.08                      Ownership
of Property.

    


    Each Loan
Party and each of its Subsidiaries has good record and marketable title in fee
simple to, or valid leasehold interests in, all real property necessary or used
in the ordinary conduct of its business, except for such defects in title to
such real property or interests thereunder as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

    


    6.09                      Environmental
Compliance.

    


    Except
for any matter or circumstance which could not reasonably be expected to have a
Material Adverse Effect:

    


    (a)           The
Loan Parties and their Subsidiaries (i) are in compliance with all applicable
Environmental Laws and (ii) there are no claims for Environmental Liabilities
pending, or to knowledge of the Loan Parties and their Subsidiaries, threatened
against any of the Loan Parties or their Subsidiaries.

    


    (b)           None
of the properties currently or formerly owned or operated by any Loan Party or
any Subsidiary is listed or proposed for listing on the National Priorities List
under CERCLA or on the CERCLIS or any analogous foreign, state or local list or
is adjacent to any such property; there are no and never have been any
underground or above-ground storage tanks or any surface impoundments, septic
tanks, pits, sumps or lagoons in which Hazardous Materials are being or have
been treated, stored or disposed on any property currently owned or operated by
any Loan Party or any Subsidiary or, to the best of the knowledge of the Loan
Parties, on any property formerly owned or operated by any Loan Party or any
Subsidiary; there is no asbestos or asbestos-containing material on any property
currently owned or operated by any Loan Party or any Subsidiary; and Hazardous
Materials have not been released, discharged or disposed of on any property
currently or formerly owned or operated by any Loan Party or any
Subsidiary.

    


    (c)           No
Loan Party nor any Subsidiary is undertaking, and has not completed, either
individually or together with other potentially responsible parties, any
investigation or assessment or remedial or response action relating to any
actual or threatened release, discharge or disposal of Hazardous Materials at
any site, location or operation, either voluntarily or pursuant to the order of
any Governmental Authority or the requirements of any Environmental Law; and all
Hazardous Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned or operated by
any Loan Party or any Subsidiary have been disposed of in a manner not
reasonably expected to result in material liability to any Loan Party or any
Subsidiary.

    


    6.10                      Insurance.

    


    The
properties of the Loan Parties and their Subsidiaries are insured with Senior
Service Insurance Ltd. and/or other financially sound and reputable insurance
companies, 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 applicable Loan Party or the
applicable

    


    
      
        
           


        

        
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    Subsidiary
operates.  The property and general liability insurance coverage of
the Loan Parties as in effect on the Closing Date is outlined as to carrier,
policy number, expiration date, type, amount and deductibles on Schedule
6.10.

    


    6.11                      Taxes.

    


    Each Loan
Party 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
provided in accordance with GAAP.  There is no proposed tax assessment
against any Loan Party or any Subsidiary that would, if made, have a Material
Adverse Effect.  No Loan Party nor any Subsidiary thereof is party to
any tax sharing agreement.

    


    6.12                      ERISA
Compliance.

    


    (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 best knowledge of the Loan Parties, nothing has
occurred which would prevent, or cause the loss of, such
qualification.  Each Loan Party and each ERISA Affiliate has 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 best knowledge of the Loan Parties, threatened claims,
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.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules 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) the minimum
required contribution (as defined in Code Section 430(a)) has been contributed
for any Pension Plan, except if the failure to make the minimum required
contribution could not reasonably be expected to have a Material Adverse Effect;
(iii) no Loan Party or 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)
no Loan Party or 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 Section 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Loan Party or
any ERISA Affiliate has engaged in a transaction that could reasonably be
expected to be subject to Section 4069 or 4212(c) of ERISA.

    


    (d)           No
Loan Party has made or is obligated to make contributions to a multiple employer
plan described in Section 4064(a) of ERISA.

    


    6.13                      Subsidiaries.

    


    Set forth
on Schedule
6.13 is a complete and accurate list as of the Closing Date of each
Subsidiary of any Loan Party, together with (i) jurisdiction of organization,
(ii) percentage of outstanding shares of each class owned by any Loan Party or
any Subsidiary and (iii) designating whether such Subsidiary is an

    


    
      
        
           


        

        
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    “Inactive
Subsidiary”.  The outstanding Equity Interests of each Subsidiary of
any Loan Party are validly issued, fully paid and non-assessable.  Set
forth on Schedule 6.13 is
a true, correct and complete corporate structure chart setting forth the Loan
Parties and each of their direct and indirect Subsidiaries as of the Closing
Date.  There are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments (other than stock options
granted to employees or directors and directors’ qualifying shares) of any
nature relating to any Equity Interests of any Loan Party or any
Subsidiary.

    


    6.14                      Margin Regulations;
Investment Company Act.

    


    (a)           The
Borrower is not engaged and will not 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.  Following the
application of the proceeds of each Borrowing or drawing under each Letter of
Credit, not more than 25% of the value of the assets (either of the Borrower
only or of the Borrower and its Subsidiaries on a consolidated basis) subject to
the provisions of Section 8.01 or Section 8.05 or
subject to any restriction contained in any agreement or instrument between the
Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 9.01(e) will
be margin stock.

    


    (b)           No
Loan Party is an “investment company” or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
as amended.

    


    6.15                      Disclosure.

    


    Each Loan
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.  No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan
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 Loan 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, the Loan Parties represent only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

    


    6.16                      Compliance
with Laws.

    


    Each Loan
Party, Subsidiary and Living Facility is in compliance 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 could not reasonably be expected to have a Material Adverse
Effect.

    


    6.17                      Intellectual
Property; Licenses, Etc.

    


    Each Loan
Party and each Subsidiary owns, or possesses the legal right to use, all of the
trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights (collectively,
“IP Rights”)
that are reasonably necessary for the operation of their respective
businesses.

    


    


    
      
        
           


        

        
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    6.18                      Solvency.

    


    The Loan
Parties are Solvent on a consolidated basis.

    


    6.19                      Perfection
of Security Interests in the Collateral.

    


    The
Collateral Documents will create valid security interests in, and Liens on, the
Collateral purported to be covered thereby upon the filing or recording of the
applicable instruments in the appropriate jurisdiction as required by applicable
law, which security interests and Liens with respect to the UCC Collateral will
be perfected security interests and Liens, prior to all other Liens other than
Permitted Liens, upon the filing of the applicable financing statements in the
appropriate jurisdictions).

    


    6.20                      Business
Locations; Taxpayer Identification Number.

    


    Set forth
on Schedule
6.20(a) is a list of all real property located in the United States that
is owned or leased by any Loan Party and its Subsidiaries as of the Closing
Date.  Set forth on Schedule 6.20(b) is a
list of all locations where any tangible personal property of any Loan Party is
located as of the Closing Date.  Set forth on Schedule 6.20(c) is
the chief executive office, exact legal name, U.S. tax payer identification
number and organizational identification number of each Loan Party as of the
Closing Date.  Except as set forth on Schedule 6.20(d), no
Loan Party has during the five years preceding the Closing Date (i) changed its
legal name, (ii) changed its state of formation or (iii) been party to a merger,
consolidation or other change in structure.

    


    6.21                      Labor
Matters.

    


    There are
no collective bargaining agreements or Multiemployer Plans covering the
employees of any Loan Party or any Subsidiary as of the Closing
Date.  No Loan Party or Subsidiary has suffered any strikes, walkouts,
work stoppages or other material labor difficulty in the five years preceding
the Closing Date.

    


    6.22                      Hill
Burton Act.

    


    The
Borrower and its Subsidiaries have not, nor to the Borrower’s knowledge, has any
prior owner of any Living Facility during the 20-year period immediately
preceding the date hereof, received any funds to finance the construction and/or
acquisition of any Living Facility pursuant to Title VI of the Public
Health Service Act (commonly referred to as the Hill-Burton Act) or
Title XVI of the Public Health Service Act.

    


    6.23                      Compliance.

    


    The
Borrower and each of its Subsidiaries (and the operation of each Living Facility
participating in the Medicare and/or Medicaid programs or in any program of any
Governmental Authority) are in compliance with the requirements of all Laws
relating to the ownership, use, occupancy or operation of the Living Facilities,
including, without limitation, (i) staffing requirements, (ii) health
and fire safety codes including quality and safety standards,
(iii) accepted professional standards and principles that apply to the
provision of services at each Living Facility, (iv) Laws, rules,
regulations or published interpretations or policies relating to the prevention
of fraud and abuse, (v) insurance, reimbursement and cost reporting
requirements, government payment program requirements and disclosure of
ownership and related information requirements, (vi) requirements of
applicable Governmental Authorities, including those relating to each Living
Facility’s physical structure and environment, licensing, quality
and

    


    
      
        
           


        

        
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    adequacy
of nursing facility care, distributions of pharmaceuticals, rate setting,
equipment, personnel, operating policies, and additions of Living Facilities and
services, and (vii) any other applicable Laws, regulations or agreements
for reimbursement for the type of care or services provided by the Borrower or
any of its Subsidiaries with respect to each Living Facility, except, in each
case, to the extent such noncompliance could not reasonably be expected to have
a Material Adverse Effect.

    


    6.24                      Participation
in Programs.

     

    The
Borrower and each of its Subsidiaries (and the operation of each Living Facility
participating in the Medicare and/or Medicaid programs) is in compliance with
the requirements for participation in the Medicare and Medicaid programs or
Medicaid waiver program, as applicable, with respect to each Living Facility
that currently participates in such programs and has a current provider
agreement under Title XVIII and/or XIX of the Social Security Act which is
in full force and effect to the extent applicable, except in each case to the
extent that such failure could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.  None of the Borrower
or any of its Subsidiaries (or any Living Facility participating in the Medicare
and/or Medicaid programs) has had any deficiencies on its most recent survey
(standard or complaint) to the Borrower’s knowledge that would result in a
denial of payment for new admissions with no opportunity to correct prior to
termination, except to the extent the same could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  None of the Borrower or any of its Subsidiaries (or any
Living Facility participating in the Medicare and/or Medicaid programs) has had
any deficiencies at “level G” or above on its most recent survey (standard or
complaint), nor has the Borrower or any of its Subsidiaries (or any Living
Facility participating in the Medicare and/or Medicaid programs) been cited with
any substandard quality of care deficiencies (as that term is defined in Part
488 of 42 C.F.R.) for the past two consecutive surveys, except to the extent the
same could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.  No Living Facility has been the subject of
a “double G” determination, except to the extent the same could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  No Living Facility has been designated as a Special
Focus Facility (as such term is defined by the Centers for Medicare and Medicaid
Services Special Focus Facility Program), except to the extent the same could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

    


    6.25                      Investigations.

    


    None of
the Borrower or any of its Subsidiaries (or any Living Facility participating in
the Medicare and/or Medicaid programs) is a target of, participant in, or
subject to any action, proceeding, suit, audit, investigation or sanction by any
Governmental Authority or any other third party payor or any patient or resident
(including, without limitation, whistleblower suits, or suits brought pursuant
to federal or state False Claims Acts, and Medicaid, Medicare, or state fraud or
abuse laws, but excluding medical malpractice claims and other civil liability
lawsuits for which any Living Facility is maintaining insurance coverage in the
ordinary course of business) which could reasonably be expected to result,
directly or indirectly or with the passage of time, in the imposition of a fine,
penalty, alternative, interim or final sanction, a lower rate certification,
recoupment, recovery, suspension or discontinuance of all or part of
reimbursement from any Governmental Authority, third-party payor, insurance
carrier or private payor, a lower reimbursement rate for services rendered to
eligible patients, or any other civil or criminal remedy, or which could
reasonably be expected to result in the appointment of a receiver or manager, or
to result in the modification, limitation, annulment, revocation, transfer,
surrender, suspension or other impairment of a License, or affect the
participation of the Borrower or any of its Subsidiaries (or any Living Facility
participating in the Medicare and/or Medicaid programs) in the Medicare,
Medicaid, or third-party payor program, as applicable, or any successor program
thereto, at current rate certification, except to the extent the same could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse

    


    
      
        
           


        

        
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    Effect,
nor has any such action, proceeding, suit, investigation or audit which could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect been threatened.

    


    6.26                      Agreements
with Residents; Residents’ Records.

    


    There are
no material agreements with residents of any Living Facility that conflict in
any material adverse respect with any statutory or regulatory
requirements.  To the Borrower’s knowledge, all resident records at
each Living Facility, including patient and/or resident accounts records, are
true, complete, and correct in all material respects.

    


    6.27                      Affect on
Payments or Licenses.

    


    Neither the execution and delivery of
this Agreement or the other Loan Documents, or the Borrower’s performance
thereunder, will (i) adversely affect the right of the Borrower, any
Subsidiary or any Living Facility to receive Medicaid, Medicare, insurance
company, managed care company, or other third-party insurance payments or
reimbursements or to receive private payor payments or reimbursements,
(ii) reduce the Medicaid, Medicare, insurance company, managed care
company, or other third-party insurance payments or reimbursements or reduce
private payor payments or reimbursements which the Borrower, any Subsidiary or
any Living Facility is receiving as of the date hereof, or (iii) adversely
affect the Licenses, in each case, except to the extent that the same could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

    


    6.28                      HIPAA.

    


    The
Borrower, each of its Subsidiaries and each Living Facility participating in the
Medicare and/or Medicaid programs is in compliance with HIPAA, except to the
extent such noncompliance could not reasonably be expected to have a Material
Adverse Effect.

    


    6.29                      Submissions.

     

    All
Medicare, Medicaid, and private insurance cost reports and financial reports
submitted to any Governmental Authority by or on behalf of each Living Facility
are and will continue to be true and accurate in all material respects and have
not been and will not be misleading in any material respect.  In
furtherance and not in limitation of the foregoing, there are (i) no
current, pending or outstanding Medicare, Medicaid or third-party payor programs
reimbursement audits or appeals pending at any of the Living Facilities,
(ii) no cost report years that are subject to audits, no cost reports
remain “open” or unsettled, and (iii) no current or pending Medicare,
Medicaid or third-party payor programs recoupment efforts at any Living
Facility, in each case, except to the extent the same could not reasonably be
expected to have a Material Adverse Effect.

    


    6.30                      Fraud and
Abuse.

     

    Each of
the Borrower and its Subsidiaries, its respective directors, officers and
employees and other Persons providing services on behalf of the Borrower and its
Subsidiaries have not engaged in any activities which are in violation of
Section 1128A, 1128B, 1128C or 1877 of the Social Security Act (42 U.S.C.
Sections 1320a-7a, 1320a-7b, 1320a-7c and 1395), the False Claims Act
(31 U.S.C. Section 3729 et seq.), the Program Fraud Civil Remedies Act
of 1986 (31 U.S.C. Section 3801 et seq.) or other federal or state
laws and regulations, including, but not limited to, the following:

    


    (a)           knowingly
and willfully making or causing to be made a false statement or representation
of a material fact in any application for any benefit or payment;

    


    


    
      
        
           


        

        
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    (b)           knowingly
and willfully making or causing to be made a false statement or representation
of a material fact for use in determining rights to any benefit or
payment;

    


    (c)           failing
to disclose knowledge of the occurrence of any event affecting the initial or
continued right to any benefit or payment on its own behalf or on behalf of
another, with intent to fraudulently secure such benefit or
payment;

    


    (d)           knowingly
and willfully offering, paying, soliciting, or receiving any remuneration
(including any kickback, bribe or rebate), directly or indirectly, overtly or
covertly, in cash or in kind (i) in return for referring an individual to a
Person for the furnishing or arranging for the furnishing of any item or service
or (ii) in return for purchasing, leasing or ordering, or arranging for or
recommending, purchasing, leasing or ordering any good, facility, service or
item; or

    


    (e)           billing
a patient, resident or payor for health services specified in 42 U.S.C.
Section 1395 or any other similar or comparable federal or state laws, or
providing such health services to a patient or resident, upon a referral from a
physician where such physician has a financial relationship with the Borrower or
any of its Subsidiaries to which no exception applies under each of the
applicable laws;

    


    in each
case, except to the extent such violations could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

    


    


    ARTICLE
VII

    


    AFFIRMATIVE
COVENANTS

    


    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
(excluding Obligations solely with respect to Cash Collateralized Letters of
Credit) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
(excluding any Cash Collateralized Letter of Credit) shall remain outstanding,
each Loan Party shall and shall cause each Subsidiary to:

    


    7.01                      Financial
Statements.

    


    Deliver
to the Administrative Agent for further distribution to each
Lender:

    


    (a)           as
soon as available, but in any event within ninety (90) days after the end of
each fiscal year of the Borrower (beginning with the fiscal year ending December
31, 2008), a consolidated balance sheet of the Borrower and its Subsidiaries as
at the end of such fiscal year, and the related consolidated statements of
income or operations, changes in 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 an independent
certified public accountant of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit;
and

    


    (b)           as
soon as available, but in any event within forty-five (45) days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the

    


    
      
        
           


        

        
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    Borrower
and its Subsidiaries as at the end of such fiscal quarter, the related
consolidated statements of income or operations for such fiscal quarter and for
the portion of the Borrower’s fiscal year then ended, and cash flows for such
portion of the Borrower’s fiscal year then ended, in each case setting forth in
comparative form, as applicable, 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 the chief
executive officer, chief financial officer, treasurer or controller of the
Borrower as fairly presenting, in all material respects, the financial
condition, results of operations, shareholders’ equity and cash flows of the
Borrower and its Subsidiaries in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes.

    


    As to any
information contained in materials furnished pursuant to Section 7.02(e), the
Borrower shall not be separately required to furnish such information under
Section 7.01(a)
or (b) above,
but the foregoing shall not be in derogation of the obligation of the Borrower
to furnish the information and materials described in Section 7.01(a) or
(b) above at
the times specified therein.

    


    7.02                      Certificates;
Other Information.

    


    Deliver
to the Administrative Agent for further distribution to each
Lender:

    


    (a)           concurrently
with the delivery of the financial statements referred to in Section 7.01(a), a
certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default under the financial covenants
set forth herein or, if any such Default shall exist, stating the nature and
status of such event;

    


    (b)           concurrently
with the delivery of the financial statements referred to in Sections 7.01(a)
and (b), a duly
completed Compliance Certificate signed by the chief executive officer, chief
financial officer, treasurer or controller of the Borrower;

    


    (c)           as
soon as available, and in any event no later than 45 days after the end of
each fiscal year of the Borrower (beginning with the fiscal year ending December
31, 2008), a detailed consolidated budget for the following fiscal year
(including a projected consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of the following fiscal year, and the related
consolidated statements of projected cash flow, projected changes in financial
position and projected income and a description of the underlying assumptions
applicable thereto), and, as soon as available, significant revisions, if any,
of such budget and projections with respect to such fiscal year (collectively,
the “Projections”), which
Projections shall in each case be accompanied by a certificate of a Responsible
Officer stating that such Projections are good faith estimates and assumptions
believed by management of the Borrower to be reasonable at the time made and
that such Responsible Officer has no reason to believe that such Projections are
incorrect or misleading in any material respect;

    


    (d)           within
45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, a narrative discussion and analysis of the
financial condition and results of operations of the Borrower and its
Subsidiaries for such fiscal quarter and for the period from the beginning of
the then current fiscal year to the end of such fiscal quarter, as compared to
the portion of the Projections covering such periods and to the comparable
periods of the previous year, provided that, it is
understood and agreed that information required to be delivered pursuant to this
Section 7.02(d) shall be satisfied by the filing of the Borrower’s quarterly
report on form 10-Q with the SEC on or prior to such date;

    


    (e)           promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the equityholders of any Loan
Party or any Subsidiary,

    


    
      
        
           


        

        
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    and
copies of all annual, regular, periodic and special reports and registration
statements which a Loan Party or any Subsidiary may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934, and not otherwise required to be delivered to the Administrative Agent
pursuant hereto;

    


    (f)           promptly
after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of directors) of the
Borrower by independent accountants in connection with the accounts or books of
the Borrower or any Subsidiary, or any audit of any of them;

    


    (g)           promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or any Subsidiary pursuant to the
terms of any indenture, loan or credit or similar agreement and not otherwise
required to be furnished to the Lenders pursuant to Section 7.01 or any
other clause of this Section
7.02;

    


    (h)           promptly,
and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational results of any
Loan Party or any Subsidiary thereof; and

    


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

    


    Documents
required to be delivered pursuant to Section 7.01(a) or
(b) or Section 7.02(e) (to
the extent any such documents are included in materials otherwise filed with the
SEC) 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 11.02; or
(ii) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet 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: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender 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 and (ii) the Borrower shall notify the
Administrative Agent (by telecopier or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein to the
contrary, in every instance the Borrower shall be required to provide paper
copies of the Compliance Certificates required by Section 7.02(b) to
the Administrative Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and each Lender shall be
solely responsible for notifying the Administrative Agent of any delivery
request referred to above and maintaining its copies of such
documents.

    


    The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
“Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”) and (b)
certain of the Lenders (each a “Public Lender”) may
have personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any
of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities.  The

    


    
      
        
           


        

        
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    Borrower
hereby agrees that so long as the Borrower is the issuer of any outstanding debt
or equity securities that are registered or issued pursuant to a private
offering or is actively contemplating issuing any such securities (w) 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; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent, the Arranger, the L/C Issuer and the
Lenders to treat such Borrower Materials as not containing any material
non-public information 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 Information, they shall be treated as
set forth in Section
11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated as “Public Side
Information;” and (z) the Administrative Agent and the Arranger 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 that is not marked as
“Public Side Information.”  Notwithstanding the foregoing, the
Borrower shall be under no obligation to mark any Borrower Materials
“PUBLIC.”

    


    7.03                      Notices.

    


    (a)           Promptly
notify the Administrative Agent of the occurrence of any Default.

    


    (b)           Promptly
notify the Administrative Agent of any matter that has resulted or could
reasonably be expected to result in a Material Adverse Effect.

    


    (c)           Promptly
notify the Administrative Agent of the occurrence of any ERISA
Event.

    


    (d)           Promptly
notify the Administrative Agent of any material change in accounting policies or
financial reporting practices by any Loan Party or any Subsidiary.

    


    (e)           Promptly
notify the Administrative Agent of the occurrence of any Disposition,
Involuntary Disposition, Equity Issuance or Debt Issuance, in each case, for
which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b).

    


    (f)           Promptly
notify the Administrative Agent of the actual, pending or, to the extent the
Borrower or its Subsidiaries has actual knowledge, threatened
(i) revocation, suspension, probation, restriction, limitation, forfeiture
or refusal to renew of any material License, or (ii) the issuance or
pending issuance of any material License for a period of less than
12 months, as a consequence of sanctions imposed by any Governmental
Authority, or (iii) the assessment or threatened or pending assessment, of
any civil or criminal penalties by any Governmental Authority or agent, or any
accreditation organization in an aggregate amount exceeding
$1,000,000.

    


    (g)           Promptly
notify the Administrative Agent of any action, including, but not limited to the
amendment of any material License, or the issuance of any new material License
or certification for a Living Facility, under which the Borrower and any of its
Subsidiaries propose to (i) change any existing facility or service, to the
extent such change could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, or (ii) eliminate any existing
or proposed service, which action requires the Borrower or any of its
Subsidiaries to seek either a certificate of need approval or exemption from
certificate of need review or which requires amendment of any material License
or the issuance of any new material License or certificate for a Living
Facility, to the extent such elimination could, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

    


    


    
      
        
           


        

        
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    (h)           Promptly
notify the Administrative Agent of the receipt by the Borrower or any of its
Subsidiaries of any notice, claim or demand from any Governmental Authority
which alleges that the Borrower, any of its Subsidiaries or any Living Facility
is in violation of any of the terms of, or has failed to comply with any the
requirement of any Laws regulating their respective operations and business,
including, but not limited to, the Centers for Medicare and Medicaid Services or
any division thereof, to the extent the same could, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

    


    Each
notice pursuant to this Section 7.03 shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto.  Each
notice pursuant to Section 7.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

    


    7.04                      Payment
of Taxes.

    


    Pay and
discharge, as the same shall become due and payable (and with respect to
property tax obligations, prior to delinquency), all its federal, state and
other material taxes, assessments and governmental charges or levies upon it or
its properties or assets, 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 such Loan Party or such
Subsidiary.

    


    7.05                      Preservation
of Existence, Preservation or Rights; Compliance with Contracts.

    


    (a)           Except
with respect to Inactive Subsidiaries, preserve, renew and maintain in full
force and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05 (other than AH
Pennsylvania CGP, Inc., an Ohio corporation, which has filed the appropriate tax
returns with the Ohio Department of Taxation and, upon tax clearance, will file
an Application for Reinstatement with the Ohio Secretary of State to reinstate
the corporation in good standing in the State of Ohio).

    


    (b)           Take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that the failure to do so could not reasonably be expected to have
a Material Adverse Effect.

    


    (c)           Preserve
or renew all of its IP Rights, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.

    


    (d)           Comply
with all Contractual Obligations, except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect

    


    7.06                      Maintenance
of Properties.

    


    (a)           Maintain,
preserve and protect, in all material respects, all of its material properties
(including, without limitation, all Living Facilities) and equipment necessary
in the operation of its business in good working order and condition, ordinary
wear and tear excepted.

    


    (b)           Make
all necessary repairs thereto and renewals and replacements thereof, except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

    


    


    
      
        
           


        

        
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    7.07                      Maintenance
of Insurance.

    


    (a)           Maintain
in full force and effect insurance (including worker’s compensation insurance,
liability insurance, casualty insurance and business interruption insurance)
with Senior Service Insurance Ltd. or other financially sound and reputable
insurance companies, 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 such Loan Party or such Subsidiary
operates.

    


    (b)           Cause
the Administrative Agent to be named as loss payee or mortgagee, as its interest
may appear, with respect to the Mortgaged Properties and/or additional insured
with respect to any such insurance providing liability coverage or coverage with
respect to the Mortgaged Properties, and cause each provider of any such
insurance to agree, by endorsement upon the policy or policies issued by it or
by independent instruments furnished to the Administrative Agent, that it will
give the Administrative Agent thirty days prior written notice before any such
policy or policies shall be canceled.

    


    7.08                      Compliance
with Laws.

    


    Comply
with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or 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.  In furtherance and not in limitation of the
foregoing, each Loan Party shall and shall cause each Subsidiary and each Living
Facility to (i) comply with the Occupational Safety and Health Act of 1970,
regulations issued under the Omnibus Budget Reconciliation Act of 1987, any
requirements relating to “informed consents” and rights of residents,
qualifications of staff, staffing requirements and delivery of services in a
manner sufficient to protect the health and safety of residents,
(ii) maintain in full force and effect all material Licenses necessary to
the ownership and/or operation of the Living Facilities, (iii) maintain or
cause to be maintained in all material respects a standard of care with respect
to the Living Facilities at a level consistent with industry standard,
(iv) maintain or cause to be maintained in all material respects a standard
of care in the storage, use, transportation and disposal of all medical
equipment, medical supplies, medical products and medical waste, of any kind and
in any form, that is in accordance with, at least, a level consistent with
industry standard and in conformity with all requirements of Laws,
(v) operate, or cause to be operated, each Living Facility at a level
consistent with industry standard and in compliance with all material
requirements of Laws relating thereto and cause all material Licenses, permits,
and any other agreements necessary for the use and operation of each Living
Facility to remain in effect, (vi) correct or cause to be corrected any
material deficiency set forth in any Governmental Authority statement of
deficiencies, the curing of which is a condition of continued licensure or for
accreditation of the Living Facilities, (vii) maintain or cause to be
maintained in all material respects sufficient inventory and equipment of types
and quantities at each Living Facility to enable the Borrower and its
Subsidiaries to operate each Living Facility adequately and in a manner which
will enable the Borrower and its Subsidiaries to comply with the provisions of
the Loan Documents, and (viii) maintain or cause to be maintained all
deposits, including, without limitation, deposits relating to residents or
Resident Agreements in accordance with all material requirements of Laws,
except, in each case, to the extent the same could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Affect; provided that, with
respect to item (vi) above, the Borrower and its Subsidiaries may in good
faith, by appropriate proceedings, contest the validity or applicability of any
deficiency set forth in any Governmental Authority statement of deficiencies and
pending such contest the Borrower and its Subsidiaries shall not be deemed in
default hereunder if (1) such contest does not endanger the validity of any
material License in any manner that reasonably may inhibit the use of the
applicable Living Facility in its current use, (2) such contest does not
result in potential life safety issues for the residents of the applicable
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    Agent’s
reasonable discretion), and (3) the Borrower keeps the Administrative Agent
reasonably informed as to the status of such contest.

    


    7.09                      Books and
Records.

    


    (a)           Maintain
proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of such Loan Party or
such Subsidiary, as the case may be.

    


    (b)           Maintain
such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over
such Loan Party or such Subsidiary, as the case may be.

    


    7.10                      Inspection
Rights.

    


    (a)           Permit
representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of the Borrower and at
such reasonable times during normal business hours and as often as may be
reasonably necessary, upon reasonable advance notice to the Borrower; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

    


    (b)           If
requested by the Administrative Agent in its sole discretion, promptly deliver
to the Administrative Agent (i) asset appraisal reports with respect to
Mortgaged Properties and the related personal property owned by the Loan
Parties, and (ii) a written audit prepared by the Borrower of the accounts
receivable, inventory, payables, controls and systems of Loan Parties and their
Subsidiaries.  The appraisal reports described in clause (i) above
shall be at the Borrower’s expense and shall be limited to one such appraisal
report during the term of this Agreement; provided, however, that when an
Event of Default exists the Administrative Agent or the Required Lenders may
require additional appraisal reports at the Borrower’s expense as they shall
deem reasonably appropriate.

    


    7.11                      Use of
Proceeds.

    


    Use the
proceeds of the Credit Extensions (a) to finance working capital, capital
expenditures and other lawful corporate purposes (excluding Acquisitions and
voluntary or optional payments of any Indebtedness of any Loan Party or any
Subsidiary (other than Indebtedness arising under the Loan Documents)), and (b)
to refinance certain existing Indebtedness, provided that in no
event shall the proceeds of the Credit Extensions be used in contravention of
any Law or of any Loan Document.

    


    7.12                      ERISA
Compliance.

    


    Do, and
cause each of its ERISA Affiliates to do, each of the following: (a) maintain
each Plan in compliance in all material respects with the applicable provisions
of ERISA, the Internal Revenue Code and other federal or state law; (b) cause
each Plan that is qualified under Section 401(a) of the Internal Revenue
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Internal Revenue Code.

    


    
      
        
           


        

        
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    7.13                      Additional
Subsidiaries.

    


    On and
after the Closing Date, within thirty days after the date of the acquisition or
formation of any Subsidiary or the date any Subsidiary ceases to be an Inactive
Subsidiary:

    


    (a)           notify
the Administrative Agent thereof in writing, together with the
(i) jurisdiction of formation, (ii) number of shares of each class of
Equity Interests outstanding, (iii) number and percentage of outstanding
shares of each class owned (directly or indirectly) by the Borrower or any
Subsidiary and (iv) number and effect, if exercised, of all outstanding options,
warrants, rights of conversion or purchase and all other similar rights with
respect thereto; and

    


    (b)           if
such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a
Guarantor by executing and delivering to the Administrative Agent a Joinder
Agreement, and (ii) upon the request of the Administrative Agent in its sole
discretion, deliver to the Administrative Agent such Organization Documents,
resolutions and favorable opinions of counsel, all in form, content and scope
customary for transactions similar to this transaction and otherwise consistent
with the deliveries made on the Closing Date, and reasonably satisfactory to the
Administrative Agent; provided, that the
foregoing requirements shall not apply to any Subsidiary which is prohibited or
restricted from guaranteeing the Obligations pursuant to the provisions of any
material Contractual Obligation to which the Borrower or its Subsidiaries is
party or subject existing as of the date of this Agreement, entered into after
the date of this Agreement as permitted by Section 8.03 hereof or assumed after
the date hereof, or pursuant to any other Contractual Obligation so long as the
restriction or prohibition is a customary provision in leases, subleases,
licenses, contracts for management or development of property or any other
contract entered into in the ordinary course by such Subsidiary.

    


    7.14                      Pledged
and Mortgaged Assets.

    


    (a)           Equity
Interests.  Within thirty days after the date of the
acquisition or formation of any Domestic Subsidiary after the Closing Date or
the date any Subsidiary ceases to be an Inactive Subsidiary, cause 100% of the
issued and outstanding Equity Interests of such Domestic Subsidiary to be
pledged in favor of the Administrative Agent for the benefit of the Lenders and
a first priority, perfected Lien granted in connection therewith pursuant to the
terms and conditions of the Collateral Documents, together with delivery of
customary opinions of counsel and any filings and deliveries reasonably
necessary in connection therewith to perfect the security interests therein, all
in form and substance reasonably satisfactory to the Administrative Agent; provided, that the
foregoing requirements shall not apply to any Subsidiary to the extent that the
pledging of all or any portion of the Equity Interests of such Subsidiary is
prohibited or restricted pursuant to the provisions of any Contractual
Obligation to which the Borrower or its Subsidiaries is party or
subject.

    


    (b)           Other Real Property and
Related Personal Property.  Within thirty days after the date
that any real property owned or leased (other than pursuant to an office/space
lease) by any Domestic Subsidiary shall become unencumbered (but excluding in
connection with the refinancing of such real property as permitted by the terms
of this Agreement), the Borrower shall cause the owner or holder of such
property to subject such real property and any related personal property used
exclusively in connection with the operation of such real property to a Mortgage
in favor of the Administrative Agent for the benefit of the
Lenders.  In connection with the delivery of any such Mortgage, the
Borrower shall cause to be delivered to the Administrative Agent, within such 30
day period, each of the items identified in Section 5.01(f)(i)-(vii) with
respect to such real property.

    


    


    
      
        
           


        

        
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    (c)           Release of Liens, Guarantees
and Prepayment of Loans.  Notwithstanding anything to the
contrary contained in this Credit Agreement or any of the Collateral Documents,
the Borrower may obtain releases of the any of the Mortgaged Properties and the
related assets that constitute Collateral hereunder, through satisfaction of
each of the following conditions: (i) the Borrower shall deliver to the
Administrative Agent, not less than ten (10) Business Days prior to the date of
such requested release a written request for release of the applicable Mortgaged
Property, (ii) the Borrower shall have delivered to the Administrative Agent a
Pro Forma Compliance Certificate demonstrating that, upon giving effect to any
such release, the Loan Parties would be in compliance with the financial
covenants set forth in Section 8.11 on a Pro
Forma Basis, (iii) a Responsible Officer of the Borrower shall certify in
writing to the Administrative Agent that no Default or Event of Default shall
exist immediately after giving effect to the applicable release and (iv)
simultaneously with any such release, the Borrower shall have prepaid the Loans
in accordance with the provisions of Section
2.05(b)(vi)(B) in an amount equal to the greater of (A) 100% of the Net
Cash Proceeds received by such Loan Party (to the extent such release is in
connection with a Disposition of such Mortgaged Property or a Debt Issuance with
respect to such Mortgaged Property) and (B) 95% of the Allocated Amount of such
Mortgaged Property.  To the extent all such conditions to release are
satisfied, the Administrative Agent will, at the Borrower’s expense,
simultaneously with the prepayment required by clause (v) above, deliver to the
Borrower such documentation as is reasonably necessary to evidence the release
of the Administrative Agent’s security interest, if any, in the released
Mortgaged Property (and to the extent the Mortgaged Property is the sole asset
owned by such Loan Party the Administrative Agent shall also release any
guarantees provided hereunder).

    


    7.15                      Resident
Agreements.

    


    Deliver,
or cause to be delivered, to the Administrative Agent when reasonably requested
by the Administrative Agent, all information reasonably requested by the
Administrative Agent with respect to all Resident Agreements, excluding, however
any medical or other private resident information.

    


    7.16                      Census
Reports and Surveys.

    


    Deliver
to the Administrative Agent, promptly following the reasonable request of the
Administrative Agent, reports prepared on a consolidated basis of the periodic
resident census of the Living Facilities, including summaries of (i) the
source of payment, (ii) licensure survey results and
(iii) accreditation survey results and such other information relating to
the operation of each Living Facility as may reasonably be requested by the
Administrative Agent from time to time, in each case, on a consolidated
basis.

    


    7.17                      Deficiency
Notices.

    


    Without
implying any limitation on any other provisions of this Agreement or any of the
other Loan Documents, furnish or cause to be furnished to the Administrative
Agent immediately after receipt thereof copies of all (i) material
Deficiency Notices, (ii) material Governmental Authority inspection
reports, audits, surveys, investigations, reviews or evaluations,
(iii) notices and written communications from any state or any Governmental
Authority relating to material adjustments in reimbursement amounts or to rate
reviews, modifications of rates, inflation adjustments, rate agreements or the
like, and (iv) responses by, or on behalf of, the Borrower and its
Subsidiaries with respect to any of the foregoing.  The Borrower shall
or shall cause the relevant Subsidiaries to commence promptly and diligently
pursue the correction of the subject of each such material Deficiency Notice,
and shall correct the subject of such Deficiency Notice promptly, but in any
event on or prior to the date of expiration of any period allowed by the
Governmental Authority for correction.  The Borrower shall, at the
Administrative Agent’s

    


    
      
        
           


        

        
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    reasonable
request, promptly provide from time to time such cost estimates, reports and
other information regarding any such correction by the Borrower and its
Subsidiaries.

    


    7.18                      Further
Assurances.

    


    From time
to time execute and deliver, or cause to be executed and delivered, such
additional instruments, certificates or documents, and take such actions, as the
Administrative Agent may reasonably request for the purposes of implementing or
effectuating the provisions of this Agreement and the other Loan Documents, or
of more fully perfecting or renewing the rights of the Administrative Agent and
the Lenders with respect to the Collateral (or with respect to any additions
thereto or replacements or proceeds thereof or with respect to any other
property or assets hereafter acquired by the Borrower or any Subsidiary which
may be deemed to be part of the Collateral) pursuant hereto or
thereto.  Upon the exercise by the Administrative Agent or any Lender
of any power, right, privilege or remedy pursuant to this Agreement or the other
Loan Documents which requires any consent, approval, recording, qualification or
authorization of any Governmental Authority, the Borrower will execute and
deliver, or will cause the execution and delivery of, all applications,
certifications, instruments and other documents and papers that the
Administrative Agent or such Lender may be reasonably required to obtain from
the Borrower or any of its Subsidiaries for such governmental consent, approval,
recording, qualification or authorization.

    


    7.19                      Post Closing
Covenants.

    


    (a)           Reinstatement of Good
Standing.  Cause AH Pennsylvania CGP, Inc., an Ohio
corporation, to be reinstated in good standing in the State of Ohio within
thirty (30) days following the Closing Date (or such longer date as the
Administrative Agent may reasonably determine).

    


    (b)           UCC3 Termination
Statements.  Cause the financing statements identifying Merrill
Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc., as
secured party, and any party to the Pledge Agreement, as debtor, to be released
within thirty (30) days following the Closing Date (or such longer date as the
Administrative Agent may reasonably determine).

    


    (c)           Final
Environmental Assessment Reports.  Cause to be delivered to
the Administrative Agent, within ten (10) days of the Closing Date (or such
longer date as the Administrative Agent may reasonably determine), the final
environmental assessment
reports (each in form and substance and from professional firms acceptable to
the Administrative Agent), with respect to the following Mortgaged
Properties:  (i) 3001 Business Park Circle,
Goodlettsville, TN, (ii) 8253 Virginia Street, Merrillville, IN, (iii)
211 Village Boulevard, Tequesta, FL, (iv) 205 Village Boulevard, Tequesta, FL
and (v) 6302 SW Lee Boulevard, Lawton, OK.

    


    


    
      
        
           


        

        
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    ARTICLE
VIII

    


    NEGATIVE
COVENANTS

    


    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
(excluding Obligations solely with respect to Cash Collateralized Letters of
Credit) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
(excluding any Cash Collateralized Letter of Credit) shall remain outstanding,
no Loan Party shall, nor shall it permit any Subsidiary to, directly or
indirectly:

    


    8.01                      Liens.

    


    Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the
following:

    


    (a)           Liens
pursuant to any Loan Document;

    


    (b)           Liens
existing on the date hereof and listed on Schedule 8.01 and any
renewals or extensions (pursuant to any refinancing or otherwise) thereof, provided that the
property covered thereby is not changed;

    


    (c)           Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental
charges or levies not yet due (and with respect to property tax obligations, not
yet delinquent) 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;

    


    (d)           statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen,
repairmen 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 that are not overdue for a period of more than 30
days or that are being contested in good faith by appropriate proceedings for
which adequate reserves determined in accordance with GAAP have been
established;

    


    (e)           pledges
or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;

    


    (f)           deposits
to secure the performance of bids, trade contracts (other than Indebtedness),
and leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;

    


    (g)           easements,
rights-of-way, restrictions and other similar encumbrances affecting real
property 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, including, without limitation, any Lien
resulting from any Permitted Transfer;

    


    (h)           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
9.01(h);

    


    (i)           Liens
securing Indebtedness permitted under Section 8.03(e);
provided that
(i) such Liens do not at any time encumber any property other than the property
financed by such Indebtedness and (ii) such Liens attach to such property
concurrently with or within ninety days after the acquisition
thereof;

    


    


    
      
        
           


        

        
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    (j)           leases
or subleases or other occupancy agreements granted to others not interfering in
any material respect with the business of any Loan Party or any
Subsidiary;

    


    (k)           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 not restricted by this
Agreement;

    


    (l)           Liens
deemed to exist in connection with Investments in repurchase agreements
permitted under Section
8.02;

    


    (m)         normal
and customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;

    


    (n)          Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code
on items in the course of collection;

    


    (o)          Liens
in favor of the L/C Issuer on cash collateral securing the obligations of a
Defaulting Lender or an Impacted Lender to fund risk participations in L/C
Obligations;

    


    (p)          Liens
on fee-owned property or real property leases of the Borrower and its
Subsidiaries and any related property (other than the Equity Interests of the
Borrower and any Subsidiary that is not a Non-Recourse Subsidiary Borrower)
customarily granted or pledged by a borrower to its lender in connection with
non-recourse financing including, without limitation, any personal property
located on or related to such real property, any contracts, receivables and
general intangibles related to such real property, any Swap Contracts relating
to the Indebtedness (and any proceeds from any of the foregoing) and, subject to
the limitations of Section 8.01(t), cash
collateral, which Liens secure Indebtedness permitted by Section 8.03(i) and
(l);

    


    (q)          Liens
securing Indebtedness permitted by Section 8.03(j);
provided that,
(i) such Liens do not at any time encumber any assets other than the assets
acquired with such Indebtedness, other than, in each case, in connection with
any consolidations of such Indebtedness and (ii) the amount of Indebtedness
secured thereby is not increased, other than to make improvements to the
original assets financed by such Indebtedness;

    


    (r)           Liens
on the Equity Interests of a Non-Recourse Subsidiary Borrower and, subject to
the limitations of Section 8.01(t), cash
collateral securing Indebtedness permitted by Section
8.03(k);

    


    (s)          Liens
on cash and Cash Equivalents pledged by the Borrower and its Subsidiaries to
secure Indebtedness permitted by Section 8.03(f) in an
amount not to exceed $15,000,000 at any time outstanding;

    


    (t)           Liens
on cash and Cash Equivalents pledged by the Borrower and its Subsidiaries to
secure Indebtedness permitted by Section 8.03(b),
(i), (j) and (k); and Liens on
cash and Cash Equivalents pledged by the Borrower and its Subsidiaries to secure
Indebtedness incurred by any Unconsolidated Joint Venture in which the Borrower
or any of its Subsidiaries owns Equity Interests, in an amount not to exceed
$10,000,000 at any time outstanding;

    


    (u)          Liens
on cash and Cash Equivalents pledged by the Borrower and its Subsidiaries in
lieu of posting letters of credit in connection with obligations in favor of
Governmental Authorities, insurance

    


    
      
        
           


        

        
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    companies
or other similar obligations, in an amount not to exceed $76,500,000 at any time
outstanding; and

    


    (v)           Liens
on Swap Provider Collateral in favor of the counterparty under any Swap Contract
entered into by the Borrower and/or any of its Subsidiaries, provided the amount
of such Swap Provider Collateral shall not exceed $27,000,000 at any time
outstanding.

    


    8.02                      Investments.

    


    Make any
Investments, except:

    


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

    


    (b)           Investments
existing as of the Closing Date and set forth in Schedule
8.02;

    


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

    


    (d)           Investments
by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a
Loan Party;

    


    (e)           Investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and 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;

    


    (f)           Guarantees
permitted by Section
8.03;

    


    (g)           Permitted
Acquisitions;

    


    (h)           Loans
and advances to employees of the Borrower or any Subsidiaries of the Borrower in
the ordinary course of business (including, without limitation, for travel,
entertainment and relocation expenses) in an aggregate amount for the Borrower
and Subsidiaries of the Borrower not to exceed $100,000 at any one time
outstanding;

    


    (i)           (i)
Investments by the Borrower and/or any Subsidiary in any Subsidiary to the
extent of any Operating Deficits, (ii) Guarantees by the Borrower and the
Guarantors of Entrance Fee Refunds and (iii) Investments consisting of customary
completion guarantees provided by the Borrower and/or its Subsidiaries of
Construction Completion Obligations in connection with Indebtedness permitted by
Section 8.03(i)
and (l),
provided that,
the aggregate amount of payments made pursuant to such agreements, Guarantee
Obligations and completion guarantees shall not exceed $40,000,000 during the
term of this Agreement;

    


    (j)           the
Borrower and/or any Subsidiary of the Borrower may make advances, loans,
extensions of credit or capital contributions to any Subsidiary of the Borrower
(i) to fund Permitted Acquisitions, (ii) to pay operating expenses, debt
service, lease payments, capital expenditures and any other expenses incurred by
such Subsidiary in the ordinary course of business and (iii) in an aggregate
amount not exceeding $20,000,000 during the term of this Agreement in connection
with expanding existing assets or development activities of such Subsidiary;
provided that,
in each case, if any such Investment is made in a new Subsidiary, the Borrower
shall comply with the requirements of Section
7.13;

    


    


    
      
        
           


        

        
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    (k)          Swap
Contracts permitted by Section
8.03;

    


    (l)           Investments,
not to exceed $15,000,000 at any time outstanding, in any Unconsolidated Joint
Venture in which the Borrower or any of its Subsidiaries owns Equity
Interests;

    


    (m)         Investments
in the form of cash collateral to the extent permitted by Section 8.01(s),
(t), (u) and
(v);

    


    (n)          Investments
in connection with debt service requirements with respect to financings of real
estate; and

    


    (o)          Investments
of a nature not contemplated in the foregoing clauses in an amount not to exceed
$5,000,000 individually or $25,000,000 in the aggregate at any time
outstanding.

    


    8.03                      Indebtedness.

    


    Create,
incur, assume or suffer to exist any, except:

    


    (a)          Indebtedness
under the Loan Documents;

    


    (b)          Indebtedness
set forth in Schedule
8.03 (including any increase in the principal amount thereof pursuant to
commitments contemplated thereunder) (and renewals, refinancings and extensions
thereof); provided
that the scheduled maturity dates of such Indebtedness are not shortened as
a result thereof;

    


    (c)          intercompany
Indebtedness permitted under Section 8.02 and, to
the extent the same does not exceed $20,000,000 in the aggregate at any one time
outstanding, Indebtedness of any Subsidiary that is not a Loan Party to any Loan
Party;

    


    (d)          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;

    


    (e)          purchase
money Indebtedness (including obligations in respect of Capital Leases or
Synthetic Leases) hereafter incurred to finance the purchase of fixed assets,
and renewals, refinancings and extensions thereof, provided that (i) the
aggregate outstanding principal amount of all such Indebtedness shall not exceed
$10,000,000 at any one time outstanding; and (ii) such Indebtedness when
incurred shall not exceed the purchase price of the asset(s)
financed;

    


    (f)           Indebtedness
consisting of obligations arising under letters of credit in an aggregate face
amount not to exceed $62,500,000 at any one time outstanding;

    


    (g)          Guarantees
made in the ordinary course of business by the Borrower or any of its
Subsidiaries of:

     

    
      
        	
                (i)  

              	
                obligations of the
      Borrower or any other Loan
Party;

              


      

    

    


    
      
        
           


        

        
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              (ii)  

            	
              obligations
      under any operating lease;

            


    

    


    
      	
              (iii)  

            	
              obligations
      under Capital Leases permitted or assumed pursuant to Section 8.03(b)
      or (h);
       

            


    

    


    
      	
              (iv)  

            	
              obligations
      of other Non-Recourse Subsidiary Borrowers in the same pool
      financing;

            


    

    


    
      	
              (v)  

            	
              debt
      service requirements with respect to financings of real
      estate;  and

            


    

    


    
      	
               
      

            	
              (vi)
       

            	
              other
      Indebtedness permitted to be incurred by Section 8.02
      (including, without limitation, obligations of any Subsidiary pursuant to
      Section
      8.03(i) or (l) or
      obligations of any Unconsolidated Joint Venture; provided, that
      (A) any Guarantee of Indebtedness permitted by Section 8.03(i)
      shall not exceed 10% of the specific Indebtedness to be guaranteed and (B)
      the aggregate amount of all such Guarantees pursuant to this clause (vi)
      shall not exceed $10,000,000 at any time
  outstanding;

            


    

    


    (h)           obligations
under Capital Leases assumed by the Borrower and its Subsidiaries in connection
with any Permitted Acquisition; provided that, at the
time of the assumption of such obligations, a Pro Forma Compliance Certificate
shall have been delivered to the Administrative Agent, which shall include a
computation demonstrating compliance with Section 8.11 on a Pro
Forma Basis if either (x) the aggregate amount of such obligations assumed by
the Borrower and its Subsidiaries in connection with such Permitted Acquisition
exceeds $1,000,000 or (y) the aggregate amount of such obligations assumed by
the Borrower and its Subsidiaries in connection with Permitted Acquisitions
since the Closing Date exceeds $5,000,000 at any one time outstanding; and provided further
that, such obligations existed at the time of such Permitted Acquisition and
were not created in connection therewith or in contemplation
thereof;

    


    (i)           Indebtedness
in respect of the Subsidiaries of the Borrower secured by fee-owned or leasehold
real property of the Subsidiaries of the Borrower and any other assets permitted
by Section 8.01(p);
provided that,
with respect to any such Indebtedness (w) such Indebtedness may be recourse
against the Non-Recourse Subsidiary Borrower that is the borrower under such
Indebtedness, (x) such Indebtedness shall not mature prior to August 31,
2011, (y) neither the Borrower nor any of its Subsidiaries (other than the
Non-Recourse Subsidiary Borrower thereunder or other Non-Recourse Subsidiary
Borrowers that are party to such Indebtedness in the case of a pool financing)
provides credit support of any kind (including any undertaking, agreement or
instrument that would constitute Indebtedness) or is directly or indirectly
liable (as guarantor or otherwise), other than (1) as guarantor for fraud,
misrepresentation, misapplication of cash, waste, environmental claims and
liabilities, prohibited transfers, violations of single purpose entity
covenants, and other circumstances customarily excluded by institutional lenders
from exculpation provisions and/or included in separate guaranty or
indemnification agreements in non-recourse financing of real estate and (2)
guarantees permitted by Section 8.03(g)(vi),
and (z) as to which the lenders thereunder will not have any recourse to
the Equity Interests or assets of the Borrower and any of its Subsidiaries
(other than the Non-Recourse Subsidiary Borrower or other Non-Recourse
Subsidiary Borrowers that are party to such Indebtedness in the case of a pool
financing) other than the assets securing such Indebtedness, additions,
accessions and improvements thereto and proceeds thereof, the Equity Interests
of the related Non-Recourse Subsidiary Borrower or other Non-Recourse Subsidiary
Borrowers that are party to such Indebtedness in the case of a pool financing
and, in the case of the Borrower or any Subsidiary, (1) recourse against such
party for any such Indebtedness for fraud, misrepresentation, misapplication of
cash, waste, environmental claims and liabilities, prohibited transfers,
violation of single purpose entity covenants, and other circumstances
customarily excluded by

    


    
      
        
           


        

        
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    institutional
lenders from exculpation provisions and/or included in separate guaranty or
indemnification agreements in non-recourse financing of real estate and (2)
guarantees permitted by Section 8.03(g)(vi);
provided
further that, after giving effect to such additional Indebtedness, (i)
the Borrower shall be in compliance on a Pro Forma Basis with the financial
covenants contained in Section 8.11 hereof
and (ii) no Event of Default shall exist.  For such Indebtedness
exceeding $25,000,000 individually, at the time of or prior to the incurrence of
such Indebtedness, the Borrower shall deliver to the Administrative Agent a Pro
Forma Compliance Certificate certifying (and including computations in
reasonable detail) that, after giving effect to such additional Indebtedness,
the requirements in clauses (i) and (ii) of this Section have been met. For the
purposes of this Section, pledges of Swap Contracts and posting of letters of
credit in lieu of reserves shall not constitute credit support;

    


    (j)           Indebtedness
(excluding any Recourse Indebtedness except to the extent such Recourse
Indebtedness does not exceed $10,000,000 in the aggregate outstanding at any one
time) assumed by the Borrower or any Subsidiary in connection with any Permitted
Acquisition; provided
that, such Indebtedness existed at the time of such Permitted Acquisition
and was not created in connection therewith or in contemplation thereof; and
provided
further that, after giving effect to such additional Indebtedness, (i)
the Borrower shall be in compliance on a Pro Forma Basis with the financial
covenants contained in Section 8.11 hereof
and (ii) no Event of Default shall exist.  For such Indebtedness
exceeding $25,000,000 individually, at the time of or prior to the incurrence of
such Indebtedness, the Borrower shall deliver to the Administrative Agent a Pro
Forma Compliance Certificate certifying (and including computations in
reasonable detail) that, after giving effect to such additional Indebtedness,
the requirements in clauses (i) and (ii) of this Section have been
met;

    


    (k)          Indebtedness
of a Non-Recourse Subsidiary Borrower secured solely by the Equity Interests of
the Non-Recourse Subsidiary Borrower or any other Non-Recourse Subsidiary
Borrower and other assets permitted by Section 8.01(r); provided that, after
giving effect to such additional Indebtedness (i) the Borrower shall be in
compliance on a Pro Forma Basis with the financial covenants contained in Section 8.11 hereof
and (ii) no Event of Default shall exist; and provided  further that, if such
Indebtedness exceeds $25,000,000 individually, at the time of or prior to the
incurrence of such Indebtedness, the Borrower shall deliver to the
Administrative Agent a Pro Forma Compliance Certificate certifying (and
including computations in reasonable detail) that, after giving effect to such
additional Indebtedness, the requirements in clauses (i) and (ii) of this
Section have been met;

    


    (l)           Construction
Indebtedness set forth on Schedule 8.03(l) and
any refinancings of such Indebtedness; provided that the
scheduled maturity dates of such Indebtedness are not shortened;
and

    


    (m)         other
unsecured Indebtedness in an aggregate principal amount not to exceed
$20,000,000 at any one time outstanding.

    


    8.04                      Fundamental
Changes.

    


    Merge,
dissolve (excluding Inactive Subsidiaries), liquidate or consolidate with or
into another Person, except that so long as no Default exists or would result
therefrom, (a) the Borrower may merge or consolidate with any of its
Subsidiaries provided that the Borrower is the continuing or surviving Person,
(b) any Subsidiary may merge or consolidate with any other Subsidiary provided
that if a Loan Party is a party to such transaction, the continuing or surviving
Person is a Loan Party, (c) subject to clause (a) above, the Borrower or any
Subsidiary may merge with any other Person in connection with a Permitted
Acquisition and (d) any Subsidiary 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 expect to have a Material Adverse
Effect.

    


    


    
      
        
           


        

        
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    8.05                      Dispositions.

    


    Make any
Disposition except:

    


    (a)           Permitted
Transfers;

    


    (b)           any
Sale and Leaseback transaction, provided that, after giving effect to such
transaction, (i) the Borrower shall be in compliance on a Pro Forma Basis with
the financial covenants contained in Section 8.11 hereof
and (ii) no Event of Default shall exist.  For any Sale and Leaseback
transaction exceeding $25,000,000, at the time of or prior to the closing of
such transaction, the Borrower shall deliver to the Administrative Agent a Pro
Forma Compliance Certificate certifying (and including computations in
reasonable detail) that, after giving effect to such transaction, the
requirements in clauses (i) and (ii) of this subsection have been met;
and

    


    (c)           any
other Disposition so long as (i) the consideration paid in connection therewith
shall be cash or Cash Equivalents paid contemporaneous with consummation of the
transaction (or, in connection with any lease or similar type asset, as such
amounts become due and payable pursuant to the terms of such transaction),
except as set forth in Schedule 8.05(c) and
shall be in an amount not less than the fair market value of the property
disposed of, (ii) such transaction does not involve a sale or other disposition
of receivables other than receivables owned by or attributable to other property
concurrently being disposed of in a transaction otherwise permitted under this
Section 8.05,
and (iii) the
aggregate net book value of all of the assets sold or otherwise disposed of by
the Loan Parties and their Subsidiaries in all such transactions in any fiscal
year of the Borrower shall not exceed $100,000,000.

    


    8.06                      Restricted
Payments.

    


    Declare
or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that:

    


    (a)           each
Subsidiary may make Restricted Payments to Persons that own Equity Interests in
such Subsidiary, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being
made;

    


    (b)           each
Loan Party and each Subsidiary may declare and make dividend payments or other
distributions payable solely in common Equity Interests of such Person;
and

    


    (c)           the
Borrower may purchase the Borrower’s common stock or common stock options from
present or former officers or employers of the Borrower or any Subsidiary upon
the death, disability or termination of employment of such officer or employee,
provided, that
the aggregate amount of payments under this paragraph subsequent to the date
hereof (net of any proceeds received by the Borrower subsequent to the date
hereof in connection with resales of any common stock or common stock options so
purchased) shall not exceed $5,000,000.

    


    8.07                      Change in
Nature of Business.

    


    Engage in
any material line of business substantially different from those lines of
business conducted by the Loan Parties and their Subsidiaries on the Closing
Date or any business reasonably related or incidental thereto.

    


    


    
      
        
           


        

        
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    8.08                      Transactions
with Affiliates and Insiders.

    


    Enter
into or permit to exist any transaction or series of transactions with any
officer, director or Affiliate of such Person other than (a) advances of working
capital to any Loan Party, (b) transfers of cash and assets to any Loan Party,
(c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d)
normal and reasonable compensation and reimbursement of expenses of officers and
directors and (e) except as otherwise specifically limited in this Agreement,
other transactions which are entered into in the ordinary course of such
Person’s business on terms and conditions substantially as favorable to such
Person as would be obtainable by it in a comparable arms-length transaction with
a Person other than an officer, director or Affiliate.

    


    8.09                      Burdensome
Agreements.

    


    Enter
into, or permit to exist, any Contractual Obligation that (a) encumbers or
restricts the ability of any such Person to (i) make Restricted Payments to any
Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan
Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its
property to any Loan Party, (v) pledge its property pursuant to the Loan
Documents or any renewals, refinancings, exchanges, refundings or extension
thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of
any of the matters referred to in clauses (i)-(v) above) for (1) this
Agreement and the other Loan Documents, (2) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(e),
provided that
any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (3) any Permitted Lien or any
document or instrument governing any Permitted Lien, provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien, (4) customary restrictions and conditions contained in
any agreement relating to the sale of any property permitted under Section 8.05 pending
the consummation of such sale, (5) any such agreement assumed or created after
the date hereof which (A) is assumed by the Borrower or any of its
Subsidiaries in connection with any Permitted Acquisition, (B) is an
agreement governing Indebtedness permitted by Section 8.03(b),
(h), (i), (j), (k) or (l), or (C) is a
customary provision in leases, subleases, licenses, contracts for management or
development of real property and other contracts restricting the same; provided that, any
such prohibition or limitation referred to above in this clause (5) created
after the date hereof shall only be effective against the assets or Person
acquired in such Permitted Acquisition, financed by or party to such
Indebtedness or that is the subject of or party to such other leases, subleases,
license or contracts, or (b) requires the grant of any security for any
obligation if such property is given as security for the
Obligations.

    


    8.10                      Use of
Proceeds.

    


    Use the
proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation 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.

    


    8.11                      Financial
Covenants.

    


    (a)           Consolidated Tangible Net
Worth.  Permit Consolidated Tangible Net Worth at any time to
be less than $800,000,000.

    


    (b)           Consolidated Adjusted
Leverage Ratio.  Permit the Consolidated Adjusted Leverage
Ratio for any period of four consecutive fiscal quarters of the Borrower ending
on the last day of any

    


    
      
        
           


        

        
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    fiscal
quarter of the Borrower set forth below to be greater than the ratio
corresponding to such fiscal quarter:

    


    
      
        
          	
                  Calendar
      Year

                	
                  March
      31

                	
                  June
      30

                	
                  September
      30

                	
                  December
      31

                
	
                  2009

                	
                  8.25
      to 1.00

                	
                  8.25
      to 1.00

                	
                  8.25
      to 1.00

                	
                  8.00
      to 1.00

                
	
                  2010

                	
                  8.00
      to 1.00

                	
                  8.00
      to 1.00

                	 
      	 
      


        

      

    

    


    (c)           Consolidated Fixed Charge
Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage
Ratio for any period of four consecutive fiscal quarters of the Borrower ending
on the last day of any fiscal quarter of the Borrower to be less than 1.20 to
1.00.

    


    8.12                      Prepayment of Other
Indebtedness, Etc.

    


    Amend or
modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary
(other than Indebtedness arising under the Loan Documents) if such amendment or
modification would shorten the final maturity or average life to
maturity.

    


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

    


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

    


    (b)           Change
the fiscal year of the Borrower.

    


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

    


    8.14                      Ownership
of Subsidiaries.

    


    Notwithstanding
any other provisions of this Agreement to the contrary, (a) permit any
Subsidiary to issue or have outstanding any shares of preferred Equity
Interests, or (b) create, form, purchase or otherwise acquire any Foreign
Subsidiary not owned on the Closing Date, or any Subsidiary whose only assets
are entities not organized under the laws of any jurisdiction within the United
States of America.

    


    8.15                      Capital
Expenditures.

    


    Permit
Consolidated Capital Expenditures to exceed (a) from the period beginning on the
Closing Date and ending on the last day of the first full fiscal quarter
following the Closing Date, $40,000,000 and (b) for any fiscal quarter
thereafter, $20,000,000; provided, that any
unused amounts for any fiscal quarter may be carried forward and used in the
next succeeding fiscal quarters by the Borrower and its Subsidiaries; provided, further, in no event
shall the Borrower permit Consolidated Capital Expenditures to exceed
$80,000,000 in any fiscal year of the Borrower.

    


    8.16                      Licenses.

    


    Permit
any breach, withdrawal, rating reduction, restriction, suspension, probation,
failure to renew, cancellation, rescission, termination, lapse or forfeiture of
any License, permit, right, franchise or privilege necessary for the ownership
or operation of any Living Facility for the purposes for which such Living
Facility is currently being operated except, in each case, to the extent the
same could, individually or in the aggregate, not reasonably be expected to have
a Material Adverse Effect.

    


    


    
      
        
           


        

        
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    8.17                      Limitation on Certain
Agreements.

    


    


    Permit
any breach, withdrawal, restriction, suspension, probation, failure to renew,
cancellation, rescission, termination, lapse, alteration, forfeiture or
modification of any Operating Agreement and Management Contract except, in each
case, to the extent the same could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect

    


    8.18                      Subsidiary
Dividends.

    


    Notwithstanding
the terms of Section 8.06
hereof, fail to cause each indirect Subsidiary of the Borrower to pay dividends
or make distributions or to transfer to its parent, or fail to cause each direct
Subsidiary of the Borrower to pay dividends or make distributions or to transfer
to the Borrower, an amount not less than such Subsidiary’s excess cash flow in
the ordinary course of business but in any event not less than once each
quarter, except to the extent prohibited by (i) any encumbrance or
restriction contained in any agreement governing Indebtedness permitted by Section 8.03(b),
(h), (i), (j), (k) or (l) or any other
agreement existing on the date hereof or assumed in connection with any
Acquisition permitted by Section 8.02(g),
(ii) any customary provisions in leases, subleases, licenses, contracts for
management or development of Property and other contracts restricting the same,
and (iii) any restriction existing by reason of applicable law; provided that, any
such encumbrance or restriction referred to above in this Section created by
agreement after the date hereof shall only be effective against, and as to
distributions by, the Person acquired in such Acquisition, financed by or party
to such Indebtedness or that is the subject of or party to such other leases,
subleases, license or contracts

    


    


    ARTICLE
IX

    


    EVENTS
OF DEFAULT AND REMEDIES

    


    9.01                      Events of
Default.

    


    Any of
the following shall constitute an Event of Default:

    


    (a)           Non-Payment.  Any
Loan Party fails to pay (i) when and as required to be paid herein, any amount
of principal of any Loan or any L/C Obligation, or (ii) within three 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 five days after the same becomes due, any
other amount payable hereunder or under any other Loan Document; or

    


    (b)           Specific
Covenants.

    


    (i)           Any
Loan Party fails to perform or observe any term, covenant or agreement contained
in any of Section
7.01, 7.02, 7.05(a), or 7.14 and such failure
continues for ten (10) Business Days after the earlier of (i) the date on
which a Responsible Officer should have known or has
reason to know of such default and (ii) the date on which the Borrower has
received written notice of such failure from the Administrative Agent, or if
such default is of a nature that it cannot with reasonable effort be completely
remedied within said period of 10 Business Days such additional period of time
as may be reasonably necessary to cure same, provided the
applicable Loan Party commences such cure with such 10 Business Day period and
diligently prosecutes same, until completion, but in no event shall such
extended period exceed 30 days; or

    


    


    
      
        
           


        

        
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    (ii)           
Any Loan Party fails to perform or observe any term, covenant or agreement
contained in any of Section 7.03, 7.05(b), (c) and (d), 7.11 or Article VIII;
or

    


    (c)           Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for thirty (30) days; or

    


    (d)           Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Loan Party herein,
in any other Loan 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, unless such representation, warranty, certification or statement
of fact is qualified by “materiality” or “Material Adverse Effect” or similar
language, in which case such representation, warranty, certification or
statement of fact shall be incorrect or misleading in any respect when made or
confirmed; or

    


    (e)           Cross-Default.  (i)
Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, in each case, the effect of which default or other event is to
cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) 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 such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
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 any Loan Party or any 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 any Loan Party or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by such Loan Party or such Subsidiary as a result thereof is greater than
the Threshold Amount; or

    


    (f)           Insolvency Proceedings,
Etc.  Any Loan Party or any 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
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for sixty
calendar days; or any proceeding under any Debtor Relief Law relating to any
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 sixty
calendar days, or an order for relief is entered in any such proceeding;
or

    


    (g)           Inability to Pay Debts;
Attachment.  (i) Any Loan Party or any 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 is issued or levied against all or any material

    


    
      
        
           


        

        
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    part of
the property of any such Person and is not released, vacated or fully bonded
within thirty days after its issue or levy; or

    


    (h)           Judgments.  There
is entered against any Loan Party or any Subsidiary (i) one or more final
judgments or orders for the payment of money in an aggregate amount (as to all
such judgments or orders) exceeding the Threshold Amount (to the extent paid or
not covered by independent third-party insurance as to which the insurer has
been notified of the claim and 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 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

    


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

    


    (j)           Invalidity of Loan
Documents.  Any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party or any Affiliate of a Loan Party contests in
any manner the validity or enforceability of any Loan Document; or any Loan
Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document;
or

    


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

    


    (l)           Actions by Governmental
Authority.  The United States Department of Health and Human
Services, Office of the Inspector General, or any federal, state or local
Governmental Authority brings a claim, demand or cause of action against the
Borrower or any of its Subsidiaries or any shareholders, partners, members,
directors, officers, employees or agents of the Borrower or any of its
Subsidiaries for violation of Section 1128A, 1128C or 1877 of the Social
Security Act (42 U.S.C. Sections 1320a-7a, 1320a-7c and 1395nn), the
False Claims Act (31 U.S.C. Section 3729 et seq.), the Program Fraud
Civil Remedies Act of 1986 (31 U.S.C. Section 3801 et seq.) or other
similar requirements of Laws, which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect

    


    9.02                      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 (excluding any
Sponsor Affiliate), 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;

    


    


    
      
        
           


        

        
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    (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 Loan Document to be immediately due and payable, without presentment,
demand, protest or other 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, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan 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.

    


    9.03                      Application
of Funds.

    


    After the
exercise of remedies provided for in Section 9.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 9.02), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

    


    First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent 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, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably
among them in proportion to the respective 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 and fees, premiums and
scheduled periodic payments, and any interest accrued thereon, due under any
Swap Contract between any Loan Party or any Subsidiary and any Lender, or any
Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d),
ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates
of 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, (b) payment of breakage, termination or other
payments, and any interest accrued thereon, due under any Swap Contract between
any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender,
to the extent such Swap Contract is permitted by Section 8.03(d),
(c) payments of amounts due under any Treasury Management Agreement between
any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender
and (d)

    


    
      
        
           


        

        
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    Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn
amount of Letters of Credit, ratably among the Lenders (and, in the case of such
Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and
the L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by
them; 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(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

    


    


    ARTICLE
X

    


    ADMINISTRATIVE
AGENT

    


    10.01                      Appointment
and Authority.

    


    Each of
the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and no Loan Party shall have rights as a third party beneficiary of any
of such provisions.

    


    10.02                      Rights as a
Lender.

    


    The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
any Loan Party or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

    


    10.03                      Exculpatory
Provisions.

    


    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

    


    (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

    


    (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by

    


    
      
        
           


        

        
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    the other
Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan
Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and

    


    (c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Loan Party or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

    


    The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and
9.02) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Borrower, a Lender or the L/C Issuer.  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall use
commercially reasonable efforts to give prompt notice thereof to the
Lenders.

    


    The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value
or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article
V or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

    


    10.04                      Reliance
by Administrative Agent.

    


    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Loan Parties), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

    


    


    
      
        
           


        

        
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    10.05                      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 Loan 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.

    


    10.06                      Resignation
of Administrative Agent.

    


    The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 11.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

    


    Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, (i)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer (unless the Borrower,
the Administrative Agent and another Lender agree that such other Lender shall
serve in such capacity), (ii) the retiring L/C Issuer shall be discharged from
all of their respective duties and obligations hereunder or under the other Loan
Documents, and (iii) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
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    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.

    


    In the
event that Administrative Agent is a Defaulting Lender, the Borrower (with the
approval of the Required Lenders) or the Required Lenders (with the approval of
the Borrower, which approval shall not be unreasonably
withheld)  shall have the right to remove and replace the
Administrative Agent, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans.  After the
removal and replacement of any Administrative Agent, the provisions of this
Section shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement and the other
Loan Documents.

    


    10.07                      Non-Reliance
on Administrative Agent and Other Lenders.

    


    Each
Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender and the L/C Issuer also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

    


    10.08                      No Other
Duties; Etc.

    


    Anything
herein to the contrary notwithstanding, none of the bookrunners, arrangers,
syndication agents, documentation agents or co-agents shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.

    


    10.09                      Administrative Agent May
File Proofs of Claim.

    


    In case
of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Loan 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
arising under the Loan Documents 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, the L/C Issuer and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the L/C Issuer and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the L/C Issuer and the
Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 11.04) allowed in
such judicial proceeding; and

    


    


    
      
        
           


        

        
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    (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 and the L/C Issuer to make such payments to the Administrative Agent and,
if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, 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
11.04.

    


    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 or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer in any such proceeding.

    


    10.10                      Collateral
and Guaranty Matters.

    


    The
Lenders and the L/C Issuer irrevocably authorize and direct the Administrative
Agent to, and the Administrative Agent shall,

    


    (a)           release
any Lien on any property granted to or held by the Administrative Agent under
any Loan Document (i) upon termination of the Aggregate Revolving
Commitments and payment in full of all Obligations (other than contingent
indemnification obligations and Obligations relating solely to Cash
Collateralized Letters of Credit) and the expiration, termination, return or
full cash collateralization of all Letters of Credit (other than Letters of
Credit as to which other arrangements satisfactory to the Administrative Agent
and the L/C Issuer shall have been made),  (ii) that is
transferred or to be transferred as part of or in connection with any
Disposition permitted hereunder or under any other Loan Document or any
Involuntary Disposition, (iii) as approved in accordance with Section 11.01 or
(iv) in accordance with Section
7.14(c).;

    


    (b)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 8.01(i);
and

    


    (c)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

    


    Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty, pursuant to this Section
10.10.

    


    


    


    
      
        
           


        

        
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    ARTICLE
XI

    


    MISCELLANEOUS

    


    11.01                      Amendments,
Etc.

    


    No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by any Loan Party therefrom, shall be
effective unless in writing signed by the Required Lenders and the Borrower or
the applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided, further,
that

    


    (a)           no
such amendment, waiver or consent shall:

    


    (i)           extend
or increase the Commitment of a Lender (or reinstate any Commitment terminated
pursuant to Section
9.02) without the written consent of such Lender whose Commitment is
being extended or increased (it being understood and agreed that a waiver of any
condition precedent set forth in Section 5.02 or of
any Default or a mandatory reduction in Commitments is not considered an
extension or increase in Commitments of any Lender);

    


    (ii)           postpone
any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to the Lenders (or any of them) or any scheduled reduction of the
Commitments hereunder or under any other Loan Document without the written
consent of each Lender entitled to receive such payment or whose Commitments are
to be reduced;

    


    (iii)                      reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any
fees or other amounts payable hereunder or under any other Loan Document without
the written consent of each Lender entitled to receive such amount; provided, however, that only
the consent of the Required Lenders shall be necessary to amend the definition
of “Default Rate” or waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate;

    


    (iv)                      change
Section 2.13 or
Section 9.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender directly affected
thereby;

    


    (v)           change
any provision of this Section 11.01(a) or
the definition of “Required Lenders” without the written consent of each Lender
directly affected thereby;

    


    (vi)                      release
all or substantially all of the Collateral without the written consent of each
Lender whose Obligations are secured by such Collateral;

    


    (vii)                      release
the Borrower without the consent of each Lender, or, except in connection with a
transaction permitted under Section 8.04 or Section 8.05, all or
substantially all of the value of the Guaranty without the written consent of
each Lender whose Obligations are guarantied thereby, except to the extent such
release is permitted pursuant to Section 10.10 (in
which case such release may be made by the Administrative Agent acting alone);
or

    


    (b)           prior
to the termination of the Revolving Commitments, unless also signed by Lenders
(other than Defaulting Lenders) holding in the aggregate at least a majority of
the Revolving Commitments,

    


    
      
        
           


        

        
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    no such
amendment, waiver or consent shall, (i) waive any Default for purposes of Section 5.02(b),
(ii) amend, change, waive, discharge or terminate Sections 5.02 or
9.01 in a
manner adverse to such Lenders or (iii) amend, change, waive, discharge or
terminate Section
8.11 (or any defined term used therein) or this Section 11.01(b);
or

    


    (c)           [reserved];

    


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

    


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

    


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

    


    11.02                      Notices;
Effectiveness; Electronic Communications.

    


    (a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, 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 Loan Party, the Administrative Agent or the L/C Issuer, to the address,
telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 11.02;
and

    


    (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

    


    Notices
and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by telecopier 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 and other
communications 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 and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and

    


    
      
        
           


        

        
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    Internet
or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided
that the foregoing shall not apply to notices to any Lender or the L/C Issuer
pursuant to Article
II if such Lender or the L/C Issuer, as applicable, 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 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.

    


    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.

    


    (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 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)           Change of Address,
Etc.  Each of the Borrower, the Administrative Agent and the
L/C Issuer 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 and the L/C Issuer.  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.  Furthermore, each Public Lender agrees
to cause at least one individual at or on behalf of such Public Lender to at all
times have selected the “Private Side Information” or similar designation on the
content declaration screen of the Platform in order to enable such Public Lender
or its delegate, in accordance with such Public Lender’s compliance procedures
and applicable Law, including United States Federal and state securities Laws,
to make reference to Borrower Materials that are not made available through the
“Public Side

    


    
      
        
           


        

        
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    Information”
portion of the Platform and that may contain material non-public information
with respect to the Borrower or its securities for purposes of United States
Federal or state securities laws.

    


    (e)           Reliance by Administrative
Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Loan Notices) purportedly given by or on behalf of
any Loan Party 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 Loan Parties
shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the
Related Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of a Loan Party.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

    


    11.03                      No
Waiver; Cumulative Remedies; Enforcement.

    


    No
failure by any Lender, the L/C Issuer 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  or under any other Loan Document 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, and provided under each other Loan Document 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 Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Loan 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 9.02 for the
benefit of all the Lenders and the L/C Issuer; 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 benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents,
(b) the L/C Issuer from exercising the rights and remedies that inure to its
benefit (solely in its capacity as L/C Issuer) hereunder and under the other
Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 11.08
(subject to the terms of Section 2.13), 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 Loan 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 Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii)
in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.13, 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.

    


    11.04                      Expenses; Indemnity; and
Damage Waiver.

    


    (a)           Costs and
Expenses.  The Loan Parties shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated),

    


    
      
        
           


        

        
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    (ii) all
reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, any Lender or the L/C Issuer (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys
who may be employees of the Administrative Agent, any Lender or the L/C Issuer,
in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.

    


    (b)           Indemnification by the Loan
Parties.  The Loan Parties shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by any Loan Party arising
out of, in connection with, or as a result of (i) the execution or delivery
of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or 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 Loan Documents (including in
respect of any matters addressed in Section 3.01),
(ii) any 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), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by a Loan Party or any of
its Subsidiaries, or any Environmental Liability related in any way to a Loan
Party or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by any Loan Party, and regardless of whether any Indemnitee is a party
thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART,
OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by any Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if such Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.

    


    (c)           Reimbursement by
Lenders.  To the extent that the Loan Parties for any reason
fail to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by them to the Administrative Agent (or
any sub-agent thereof), the L/C Issuer or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), the L/C Issuer or such Related Party, as the case may be,
such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing

    


    
      
        
           


        

        
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    acting
for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection
with such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

    


    (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, no Loan Party shall assert, and each Loan Party hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof.  No Indemnitee referred to in subsection
(b) above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.

    


    (e)           Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.

    


    (f)           Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent and the L/C Issuer, the replacement of any Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.

    


    11.05                      Payments
Set Aside.

    


    To the
extent that any payment by or on behalf of any Loan Party is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises its right of setoff, and such payment or
the proceeds of such setoff 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, the L/C
Issuer 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 setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.

    


    11.06                      Successors
and Assigns.

    


    (a)           Successors and Assigns
Generally.  The provisions of this Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of the parties hereto
and thereto and their respective successors and assigns permitted hereby, except
that no Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder or thereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an 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
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    this
Section (and any other attempted assignment or transfer by any party hereto
shall be null and void).  Nothing in this 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 Related Parties of each of the Administrative
Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

    


    (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
and the other Loan Documents (including all or a portion of its Commitment and
the Loans (including for purposes of this subsection (b), participations in L/C
Obligations) at the time owing to it); provided that any
such assignment shall be subject to the following conditions:

    


    (i)           Minimum
Amounts.

    


    (A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the related Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and

    


    (B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender 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 in the case of an assignment of a Revolving Commitment
(and the related Revolving Loans thereunder) 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 assignee (or to an
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)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s Loans and
Commitments, and rights and obligations with respect thereto,
assigned;

    


    (iii)                      Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:

    


    (A)           the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;

    


    (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person
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    is not a
Lender, an Affiliate of such Lender or an Approved Fund with respect to such
Lender; and

    


    (C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and

    


    (iv)          Assignment and
Assumption.  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.  The assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.

    


    (v)           No Assignment to
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower’s Subsidiaries or Affiliates (other than a Sponsor
Affiliate).

    


    (vi)          No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

    


    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 assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this 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 Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this 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 and 11.04 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 Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section.

    


    (c)           Register.  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
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, and stated interest thereon, owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender at any reasonable time and from time to time upon
reasonable prior notice.

    


    (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than 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 Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations) owing to it);

    


    
      
        
           


        

        
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    provided that
(i) such Lender’s obligations under this 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, the other Lenders and the L/C Issuer shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this 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 Agreement and to
approve any amendment, modification or waiver of any provision of this
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
described in clauses (i) through (vii) of the Section 11.01(a) that
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 11.08 as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.

    


    (e)           Limitation on Participant
Rights.  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, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.01(e)
as though it were a Lender.

    


    (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this 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)           Resignation as L/C Issuer
after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Revolving
Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America
may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C
Issuer.  In the event of any such resignation as L/C Issuer, the
Borrower shall be entitled to appoint from among the Lenders a successor L/C
Issuer hereunder; 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.  If Bank of America
resigns as L/C Issuer, it shall retain all the rights, powers, privileges and
duties 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 Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section
2.03(c)).  Upon the appointment of a successor L/C Issuer, (1)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer, and (2) the successor
L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to Bank of America to effectively assume the
obligations of Bank of America with respect to such Letters of
Credit.

    


    11.07                      Treatment of Certain
Information; Confidentiality.

    


    Each of
the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its

    


    
      
        
           


        

        
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    Affiliates
and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, trustees, advisors and representatives (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to a Loan Party and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the
Borrower.

    


    For
purposes of this Section, “Information” means
all information received from a Loan Party or any Subsidiary relating to the
Loan Parties or any Subsidiary or any of their respective businesses, other than
any such information that is available to the Administrative Agent, any Lender
or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan
Party or any Subsidiary, provided that, in the
case of information received from a Loan Party or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
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 Information as such Person would
accord to its own confidential information.

    


    Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)
the Information may include material non-public information concerning a Loan
Party 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 United States Federal and state securities Laws.

    


    11.08                      Set-off.

    


    If an
Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of any Loan
Party against any and all of the obligations of such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender or the
L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Agreement or any other Loan Document and
although such obligations of such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender or the L/C Issuer different from
the branch or office holding such deposit or obligated on such
indebtedness.  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.

    


    


    
      
        
           


        

        
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    11.09                      Interest
Rate Limitation.

    


    Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan 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.

    


    11.10                      Counterparts;
Integration; Effectiveness.

    


    This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 5.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or other electronic imaging means
shall be effective as delivery of a manually executed counterpart of this
Agreement.

    


    11.11                      Survival
of Representations and Warranties.

    


    All
representations and warranties made hereunder and in any other Loan 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 at the time of any Credit Extension, 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.

    


    11.12                      Severability.

    


    If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan 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.

    


    
      
        
           


        

        
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    11.13                      Replacement of
Lenders.

    


    If (i)
any Lender requests compensation under Section 3.04, (ii)
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a
Lender (a “Non-Consenting
Lender”) does not consent to a proposed change, waiver, discharge or
termination with respect to any Loan Document that has been approved by the
Required Lenders as provided in Section 11.01 but
requires unanimous consent of all Lenders or all Lenders directly affected
thereby (as applicable) or (iv) any Lender is a Defaulting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided
that:

    


    (a)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
11.06(b);

    


    (b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);

    


    (c)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter;

    


    (d)           such
assignment does not conflict with applicable Laws; and

    


    (e)           in
the case of any such assignment resulting from a Non-Consenting Lender’s failure
to consent to a proposed change, waiver, discharge or termination with respect
to any Loan Document, the applicable replacement bank, financial institution or
Fund consents to the proposed change, waiver, discharge or termination; provided that the
failure by such Non-Consenting Lender to execute and deliver an Assignment and
Assumption shall not impair the validity of the removal of such Non-Consenting
Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments
and outstanding Loans and participations in L/C Obligations pursuant to this
Section 11.13
shall nevertheless be effective without the execution by such Non-Consenting
Lender of an Assignment and Assumption.

    


    A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

    


    11.14                      Governing Law; Jurisdiction;
Etc.

    


    (a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

    


    (b)           SUBMISSION TO
JURISDICTION.  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK

    


    
      
        
           


        

        
          103

          
            

          

        

        
           


        

      

    

    
 

    COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.

    


    (c)           WAIVER OF
VENUE.  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

    


    (d)           SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

    


    11.15                      Waiver of
Right to Trial by Jury.

    


    EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

    


    11.16                      No
Advisory or Fiduciary Responsibility.

    


    In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), each of the

    


    
      
        
           


        

        
          104

          
            

          

        

        
           


        

      

    

    
 

    Loan
Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that: (i) (A) the arranging and other services regarding this Agreement provided
by the Administrative Agent, the Arranger and each Lender are arm’s-length
commercial transactions between the Loan Parties and their respective
Affiliates, on the one hand, and the Administrative Agent, the Arranger and each
Lender, on the other hand, (B) each of the Loan Parties
has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (C) each of the Loan Parties is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent, the Arranger and each Lender each is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for the Loan Parties or any of their respective Affiliates, or any
other Person and (B) the Administrative Agent, the Arranger and each Lender does
not have any obligation to the Loan Parties or any of their respective
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Administrative Agent, the Arranger and each Lender and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Loan Parties and their
respective Affiliates, and the Administrative Agent, the Arranger and each
Lender does not have any obligation to disclose any of such interests to the
Loan Parties and their respective Affiliates.  To the fullest extent
permitted by Law, each of the Loan Parties hereby
waives and releases any claims that it may have against the Administrative
Agent, the Arranger and each Lender with respect to any breach or alleged breach
of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.

    


    11.17                      Electronic
Execution of Assignments and Certain Other Documents.

    


    


    The words
“execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption or in any amendment or other modification hereof (including
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.

    


    11.18                      USA
PATRIOT Act Notice.

    


    Each
Lender that is subject to the Act (as hereinafter defined) 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, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower 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 requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and
regulations, including the Act.

    


    


    [SIGNATURE
PAGES FOLLOW]

    


    


    
      
        
           


        

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

    


    
      	
              BORROWER:

            	
              BROOKDALE
      SENIOR LIVING INC., a

              Delaware
      corporation

               

               

              By:   /s/
      T. Andrew Smith                             
      

              Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	
              GUARANTORS:

            	
              AHC
      PROPERTIES, INC., a Delaware

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              AHC
      RICHLAND HILLS, LLC, a Delaware

              limited
      liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              AHC
      STERLING HOUSE OF HARBISON,

              LLC,
      a Delaware limited liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ALS
      CANADA, INC., a Delaware corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ALS
      HOLDINGS INC., a Delaware

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ALS
      NORTH AMERICA INC., a Delaware

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ALTERNATIVE
      LIVING SERVICES NEW

              YORK,
      INC., a Delaware corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              AMERICAN
      RETIREMENT

              CORPORATION,
      a Tennessee corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
              ARC
      BRADENTON RC, INC., a Tennessee

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ARC
      CYPRESS, LLC, a Tennessee limited

              liability
      company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ARC
      EPIC HOLDING COMPANY, INC., a

              Tennessee
      corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ARC
      HDV, LLC, a Tennessee limited liability

              company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ARC
      LOWRY, LLC, a Tennessee limited

              liability
      company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ARC
      LP HOLDINGS, LLC, a Tennessee

              limited
      liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ARC
      PHARMACY SERVICES, LLC, a

              Tennessee
      limited liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ARCPI
      HOLDINGS, INC., a Delaware

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BKD
      STERLING HOUSE OF LAWTON,

              LLC,
      a Delaware limited liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BLC
      NOVI-GC, LLC, a Delaware limited

              liability
      company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BLC-AH
      INVESTOR ACQUISITION, LLC, a

              Delaware
      limited liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              BLC-GC
      MEMBER, LLC, a Delaware limited

              liability
      company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BROOKDALE
      DEVELOPMENT, LLC, a

              Delaware
      limited liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BROOKDALE
      LIVING COMMUNITIES OF

              ILLINOIS-DNC,
      LLC, a Delaware limited liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BROOKDALE
      LIVING COMMUNITIES OF

              TEXAS-II,
      INC., a Delaware corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BROOKDALE
      LIVING COMMUNITIES,

              INC.,
      a Delaware corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              BROOKDALE
      OPERATIONS, LLC, a

              Delaware
      limited liability company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              BROOKDALE
      SENIOR LIVING

              COMMUNITIES,
      INC., a Delaware

              corporation,
      f/k/a Alterra Healthcare

              Corporation,
      a Delaware corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	 
      
	 
      	
              BROOKDALE
      WELLINGTON, INC., a

              Delaware
      corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              CAROLINA
      HOUSE OF BLUFFTON, LLC, a

              North
      Carolina limited liability company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
               

               

              CAROLINA
      HOUSE OF HILTON HEAD,

              LLC,
      a North Carolina limited liability company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              FEBC-ALT
      HOLDINGS INC., a Delaware

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FEBC-ALT
      INVESTORS, LLC, a Delaware

              limited
      liability company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      PATRIOT HEIGHTS GP INC., a

              Delaware
      corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      RAMSEY LLC, a Delaware limited

              liability
      company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
               

               

              FIT
      REN HOLDINGS GP INC., a Delaware

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              FIT
      REN LLC, a Delaware limited liability

              company

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      REN MIRAGE INN LP, a Delaware

              limited
      partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware corporation, its general
      partner

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      REN NOHL RANCH LP, a Delaware

              limited
      partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

               

               

            
	 
      	
              FIT
      REN OAK TREE LP, a Delaware limited

              partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              FIT
      REN OCEAN HOUSE LP, a Delaware

              limited
      partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      REN PACIFIC INN LP, a Delaware

              limited
      partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      REN PARK LP, a Delaware limited

              partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
              FIT
      REN PAULIN CREEK LP, a Delaware

              limited
      partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              FIT
      REN THE GABLES LP, a Delaware

              limited
      partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      REN THE LEXINGTON LP, a Delaware

              limited
      partnership

               

              By:  FIT
      REN Holdings GP Inc., a Delaware

              corporation,
      its general partner

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              FIT
      ROBIN RUN GP INC., a Delaware

              corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
               

               

              FREEDOM
      GROUP NAPLES

              MANAGEMENT
      COMPANY, INC., a

              Tennessee
      corporation

               

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              SALI
      ACQUISITION 1-A/GP, LLC, a North

              Carolina
      limited liability company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              SALI
      ACQUISITION 1-A/LP, LLC, a North

              Carolina
      limited liability company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              SALI
      ACQUISITION III/GP, LLC, a North

              Carolina
      limited liability company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              SALI
      ACQUISITION III/LP, LLC, a North

              Carolina
      limited liability company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
               

               

               

               

              SALI
      ASSETS, LLC, a North Carolina limited

              liability
      company

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              SOUTHERN
      ASSISTED LIVING, INC., a

              North
      Carolina corporation

               

                    
                By:   /s/
      T. Andrew Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	
              ADMINISTRATIVE

            	 
      	 
      	 
      
	
              AGENT:

            	 
      	
              BANK
      OF AMERICA, N.A.,

            	 
      
	 
      	 
      	
              as
      Administrative Agent

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
                /s/
      Kevin Ahart

            	 
      
	 
      	 
      	
              Name:

            	
                 Kevin
      Ahart

            	 
      
	 
      	 
      	
              Title:

            	
               Vice
      President

            	 
      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	
              LENDERS:

            	 
      	
              BANK
      OF AMERICA, N.A.,

            	 
      
	 
      	 
      	
              as
      a Lender and L/C Issuer

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
                /s/
      Zubin R. Shroff

            	 
      
	 
      	 
      	
              Name:

            	
               Zubin
      R. Shroff

            	 
      
	 
      	 
      	
              Title:

            	
               Vice
      President

            	 
      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	 
      	 
      	 
      
	 
      	 
      	
              Fortress
      Credit Funding III LP,

            	 
      
	 
      	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              Fortress
      Credit Funding III GP LLC, its general partner

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
              /s/
      Marc K. Furstein

            	 
      
	 
      	 
      	
              Name:

            	
              Marc
      K. Furstein

            	 
      
	 
      	 
      	
              Title:

            	
              Chief
      Operating Officer

            	 
      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	 
      	 
      	 
      
	 
      	 
      	
              Fortress
      Credit Funding I LP,

            	 
      
	 
      	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              Fortress
      Credit Funding I GP LLC, its general partner

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
              /s/
      Marc K. Furstein

            	 
      
	 
      	 
      	
              Name:

            	
              Marc
      K. Furstein

            	 
      
	 
      	 
      	
              Title:

            	
              Chief
      Operating Officer

            	 
      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	 
      	 
      
	 
      	 
      	
              Fortress
      Credit Opportunities I LP,

            	 
      
	 
      	 
      	
              as
      a Lender

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              Fortress
      Credit Opportunities I GP LLC, its general partner

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
              /s/
      Marc K. Furstein

            	 
      
	 
      	 
      	
              Name:

            	
              Marc
      K. Furstein

            	 
      
	 
      	 
      	
              Title:

            	
              Chief
      Operating Officer

            	 
      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Citicorp
      N.A., Inc.

            	 
      
	 
      	 
      	
              as
      a Lender

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
                /s/
      Rob Ziemer

            	 
      
	 
      	 
      	
              Name:

            	
                 Rob
      Ziemer

            	 
      
	 
      	 
      	
              Title:

            	
               Vice
      President

            	 
      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              GOLDMAN
      SACHS LENDING PARTNERS LLC,

            	 
      
	 
      	 
      	
              as
      a Lender

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
                /s/
      Mark Walton

            	 
      	 
      
	 
      	 
      	
              Name:     Mark
      Walton

            	 
      
	 
      	 
      	
              Title:
      Authorized Signatory

            	 
      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Ventas,
      Inc., a Delaware corporation,

            	 
      
	 
      	 
      	
              as
      a Lender

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
                /s/
      T. Richard Riney

            	 
      	 
      
	 
      	 
      	
              Name:  T.
      Richard Riney

            	 
      
	 
      	 
      	
              Title:    Executive
      Vice President,

            	 
      
	 
      	 
      	
                            Chief
      Administrative Officer

            	 
      
	 
      	 
      	
                             and
      General Counsel

            	 
      


    

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              NATIONWIDE
      HEALTH PROPERTIES, INC.

            	 
      
	 
      	 
      	
              a
      Maryland corporation,

            	 
      
	 
      	 
      	
              as
      a Lender

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
                /s/
      Abdo H. Khoury

            	 
      	 
      
	 
      	 
      	
              Name:  Abdo
      H. Khoury

            	 
      
	 
      	 
      	
              Title:    Chief
      Financial & Portfolio Officer

            	 
      
	 
      	 
      	
                           Executive
      Vice President

            	 
      


    

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Health
      Care REIT, Inc.,

            	 
      
	 
      	 
      	
              as
      a Lender

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
                /s/
      Erin C. Ibele

            	 
      	 
      
	 
      	 
      	
              Name:  Erin
      C. Ibele

            	 
      
	 
      	 
      	
              Title:    Senior
      Vice President-Administration

            	 
      
	 
      	 
      	
                           and
      Corporate Secretary