Exhibit 10.12


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”) dated as of April 1, 2015 is by and among OMEGA HEALTHCARE INVESTORS,
INC., a Maryland corporation (the “Borrower”), certain subsidiaries of the Borrower identified herein, as
Guarantors, the lenders identified on the signature pages hereto as Existing Lenders (the “Existing Lenders”),
the Persons identified on the signature pages hereto as New Lenders (individually a “New Lender” and collectively,
the “New Lenders”, and, together with the Existing Lenders, the “Lenders”) and BANK OF
AMERICA, N.A., as Administrative Agent.


 


W I T N E S S E T H


 


WHEREAS, the Borrower,
the Guarantors, the Existing Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of June
27, 2014 as amended, supplemented or otherwise modified prior to the date hereof (the “Existing Credit Agreement”);


 


WHEREAS, the Borrower
has elected to exercise its right to increase the Aggregate Revolving Commitments and to add a tranche of term loans pursuant to
Section 2.01(e) of the Existing Credit Agreement, and certain of the Existing Lenders and the New Lenders have agreed to
provide such Incremental Facilities;


 


WHEREAS, the Borrower,
the Guarantors, certain of the Existing Lenders and the Administrative Agent have agreed to amend the Existing Credit Agreement
as set forth herein;


 


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


 


PART 1


DEFINITIONS


 


SUBPART 1.1    Certain
Definitions. The following terms used in this Amendment, including its preamble and recitals, have the following meanings:


 


“Amended
Credit Agreement” means the Existing Credit Agreement as amended hereby.


 


“First
Amendment Effective Date” is defined in Subpart 3.1.


 


SUBPART 1.2    Other
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Existing Credit Agreement.


 


PART 2


AMENDMENTS TO 


EXISTING CREDIT AGREEMENT


 


SUBPART 2.1    Effective on (and subject
to the occurrence of) the First Amendment Effective Date, the Existing Credit Agreement (excluding the exhibits and schedules
thereto) is hereby amended


 




    	 



    	 



    

 


and restated in its entirety as set forth in
Exhibit A attached hereto. Except as so amended, the Existing Credit Agreement shall continue in full force and effect.


 


SUBPART 2.2    Schedule
2.01 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with Schedule 2.01 attached to
this Amendment.


 


PART 3


CONDITIONS TO EFFECTIVENESS


 


SUBPART 3.1    First
Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “First Amendment
Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter
this Amendment shall be known, and may be referred to, as the “First Amendment”.


 


SUBPART 3.2    Execution
of Counterparts of Amendment. The Administrative Agent shall have received counterparts (or other evidence of execution, including
telephonic message or other electronic imaging means, satisfactory to the Administrative Agent) of this Amendment, which collectively
shall have been duly executed on behalf of the Borrower, the Guarantors, Existing Lenders constituting Required Lenders (as defined
in the Existing Credit Agreement), each of the New Lenders and the Administrative Agent.


 


SUBPART 3.3    Notes.
The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note.


 


SUBPART 3.4    Resolutions.
The Administrative Agent shall have received a certificate of each Credit Party dated as of the First Amendment Effective Date
signed by a Responsible Officer of such Credit Party certifying and attaching resolutions adopted by the board of directors or
equivalent governing body of such Credit Party approving the Incremental Facilities.


 


SUBPART 3.5    Opinions
of Counsel. The Administrative Agent shall have received, in each case dated as of the First Amendment Effective Date and
in form and substance reasonably satisfactory to the Administrative Agent a legal opinion of (i) Kaye Scholer LLP, special New
York and Delaware counsel for the Credit Parties and (ii) special local counsel for the Credit Parties for the states of Maryland
and Ohio, in each case addressed to the Administrative Agent, its counsel and the Lenders.


 


SUBPART 3.6    Officer’s
Certificates. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer
of the Borrower as of the First Amendment Effective Date, in a form satisfactory to the Administrative Agent, stating that immediately
prior to and following the transactions contemplated herein, (i) all representations and warranties contained in the Existing
Credit Agreement or any other Credit Document, or which are contained in any document furnished at any time under or in connection
therewith, are true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent
that such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct
in all material respects as of such earlier date, (ii) no Default or Event of Default exists, and (iii) the Borrower is in compliance
with the financial covenants set forth in Section 6.12 of the Existing Credit Agreement on a pro forma basis after giving effect
to the incurrence of the Incremental Facilities on the First Amendment Effective Date.


 


SUBPART 3.7    Acquisition
of Aviv REIT, Inc. The acquisition of Aviv REIT, Inc. by the Borrower shall have been, or shall be simultaneously with the
incurrence of the Incremental Facilities, completed to the satisfaction of the Administrative Agent.


 




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SUBPART 3.8    Fees
and Expenses. Payment by the Credit Parties to the Administrative Agent of all fees and expenses relating to the preparation,
execution and delivery of this Amendment which are due and payable on the First Amendment Effective Date, including, without limitation,
payment to the Administrative Agent of the fees set forth in the Engagement Letter.


 


PART 4


LENDER JOINDER


 


From and after the First
Amendment Effective Date, by execution of this Amendment, each New Lender hereby acknowledges, agrees and confirms that, by its
execution of this Amendment, such Person will be deemed to be a party to the Existing Credit Agreement (as amended hereby) and
an “Acquisition Term Loan Lender” and a “Lender” for all purposes of the Existing Credit Agreement (as
amended hereby), and shall have all of the rights and obligations of a Lender thereunder as if it had executed the Existing Credit
Agreement (as amended hereby). Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions applicable to the Lenders contained in the Existing Credit Agreement (as amended hereby).


 


PART 5


REVOLVING COMMITMENTS/REVOLVING LOAN


ASSIGNMENTS AND ASSUMPTIONS


 


Each Existing Lender which
is a Revolving Lender hereby sells and assigns, without recourse, to the other Lenders which are Revolving Lenders and to each
New Lender with a Revolving Commitment (as set forth on Schedule 2.01), and each Revolving Lender and New Lender with a
Revolving Commitment hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First
Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement
(including, without limitation, the Revolving Commitment of and Revolving Loans owed to such Existing Lender on the First Amendment
Effective Date owing to each such Existing Lender which are outstanding on the First Amendment Effective Date) as shall be necessary
in order to give effect to the reallocations of the Revolving Commitments and Revolving Commitment Percentages effected by the
amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.2 hereof. The Borrower shall pay
an amount required pursuant to Section 3.05 of the Existing Credit Agreement as a result of any prepayment of Revolving Loans as
a result of the foregoing sale and assignment.


 


PART 6


MISCELLANEOUS


 


SUBPART 6.1    Construction.
This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.


 




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SUBPART 6.2    Representations
and Warranties. The Borrower hereby represents and warrants that it: (a) has the requisite corporate power and authority to
execute, deliver and perform this Amendment, and (b) is duly authorized to, and has been authorized by all necessary corporate
action, to execute, deliver and perform this Amendment, (c) after giving effect to this Amendment, the representations and warranties
contained in Article V of the Amended Credit Agreement are true and correct in all material respects on and as of the date hereof
upon giving effect to this Amendment as though made on and as of such date (except for those which expressly relate to an earlier
date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof upon giving
effect to this Amendment.


 


SUBPART 6.3    Counterparts.
This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and
all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page
of this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed original counterpart
of this Amendment.


 


SUBPART 6.4    Binding
Effect. This Amendment, the Amended Credit Agreement and the other Credit Documents embody the entire agreement between the
parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents
represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties. Except as expressly modified and amended in this Amendment, all the terms, provisions and conditions
of the Credit Documents shall remain unchanged and shall continue in full force and effect.


 


SUBPART 6.5    GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


SUBPART 6.6    Severability.
If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully
severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the
illegal, invalid or unenforceable provisions. 


 


SUBPART 6.7    Affirmation.
Except as specifically amended above, the Credit Documents (and all covenants, terms, conditions and agreements therein), shall
remain in full force and effect, and are hereby ratified and confirmed in all respects by the Borrower. The Borrower covenants
and agrees to comply with all of the terms, covenants and conditions of the Existing Credit Agreement, as otherwise waived, consented
to and amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Lenders’
part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions. 


 


SUBPART 6.8    No
Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment,
operate as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any provision of any Credit Document or
any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Except as otherwise
provided for in this Amendment, nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events
of Default under the Credit Documents or any of Lenders’ rights and remedies in respect of such Defaults or Events of Default.


 


[SIGNATURE PAGES FOLLOW]


 




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IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this First Amendment to Credit Agreement to be duly executed and delivered as
of the date first above written.


 


	BORROWER:	 	OMEGA HEALTHCARE INVESTORS, INC.
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


	GUARANTORS:	 	OHI ASSET (la), LLC
	 	 	 
	 	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	 	a Member of such company
	 	 	 	 
	 	 	By:	Omega Healthcare Investors, Inc.,
	 	 	 	the General Partner of such limited
	 	 	 	partnership
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	 	By:	Omega TRS I, Inc.,
	 	 	 	a Member of such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	OHI ASSET, LLC
	 	OHI ASSET (ID), LLC
	 	OHI ASSET (CA), LLC
	 	DELTA INVESTORS I, LLC
	 	DELTA INVESTORS II, LLC
	 	OHI Asset (CO), LLC
	 	COLONIAL GARDENS, LLC
	 	WILCARE, LLC
	 	nrs ventures, l.l.c.
	 	ohi asset (ct) lender, llc
	 	ohi asset (Fl), llc
	 	ohi asset (il), llc
	 	ohi asset (mo), llc
	 	ohi asset (oh), llc
	 	ohi asset (oh) lender, llc
	 	ohi asset (pa), llc
	 	ohi asset ii (ca), llc
	 	ohi asset ii (fl), llc
	 	ohi asset cse-e, llc
	 	ohi asset cse-u, llc
	 	OHI ASSET CSb LLC
	 	OHI ASSET (MI), LLC
	 	OHI ASSET (FL) LENDER, LLC
	 	OHI ASSET HUD WO, LLC
	 	OHI ASSET (MD), LLC
	 	OHI ASSET (TX), LLC
	 	OHI ASSET (IN) WABASH, LLC
	 	OHI ASSET (IN) WESTFIELD, LLC
	 	OHI ASSET (IN) GREENSBURG, LLC
	 	OHI ASSET (IN) INDIANAPOLIS, LLC
	 	OHI ASSET HUD SF, LLC
	 	OHI ASSET (IN) AMERICAN VILLAGE, LLC
	 	OHI ASSET (IN) ANDERSON, LLC
	 	OHI ASSET (IN) BEECH GROVE, LLC
	 	OHI ASSET (IN) CLARKSVILLE, LLC
	 	OHI ASSET (IN) EAGLE VALLEY, LLC
	 	OHI ASSET (IN) ELKHART, LLC
	 	OHI ASSET (IN) FOREST CREEK, LLC
	 	OHI ASSET (IN) FORT WAYNE, LLC
	 	OHI ASSET (IN) FRANKLIN, LLC
	 	OHI ASSET (IN) KOKOMO, LLC
	 	OHI ASSET (IN) LAFAYETTE, LLC
	 	OHI ASSET (IN) MONTICELLO, LLC
	 	OHI ASSET (IN) NOBLESVILLE, LLC
	 	OHI ASSET (IN) ROSEWALK, LLC
	 	OHI ASSET (IN) SPRING MILL, LLC


 


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	 	OHI ASSET (IN) TERRE HAUTE, LLC
	 	OHI ASSET (IN) ZIONSVILLE, LLC
	 	OHI Asset HUD CFG, LLC
	 	OHI ASSET HUD SF CA, LLC
	 	OHI ASSET (TX) HONDO, LLC 
	 	OHI ASSET (MI) HEATHER HILLS, LLC
	 	OHI ASSET (IN) CROWN POINT, LLC
	 	OHI ASSET (IN) MADISON, LLC
	 	OHI ASSET (AR) ASH FLAT, LLC
	 	OHI ASSET (AR) CAMDEN, LLC
	 	OHI ASSET (AR) CONWAY, LLC
	 	OHI ASSET (AR) DES ARC, LLC
	 	OHI ASSET (AR) HOT SPRINGS, LLC
	 	OHI ASSET (AR) MALVERN, LLC
	 	OHI ASSET (AR) MENA, LLC
	 	OHI ASSET (AR) POCAHONTAS, LLC
	 	OHI ASSET (AR) SHERIDAN, LLC
	 	OHI ASSET (AR) WALNUT RIDGE, LLC
	 	OHI ASSET RO, LLC
	 	OHI ASSET (FL) LAKE PLACID, LLC
	 	OHI ASSET HUD DELTA, LLC
	 	OHI ASSET (IN) CLINTON, LLC
	 	OHI ASSET (IN) JASPER, LLC
	 	OHI ASSET (IN) SALEM, LLC
	 	OHI ASSET (IN) SEYMOUR, LLC
	 	OHI ASSET (WV) DANVILLE, LLC
	 	OHI ASSET (WV) IVYDALE, LLC
	 	OHI MEZZ LENDER, LLC
	 	OHI ASSET (TN) JEFFERSON CITY, LLC
	 	OHI ASSET (TN) ROGERSVILLE, LLC
	 	OHI ASSET CHG ALF, LLC
	 	BAYSIDE STREET, LLC
	 	BAYSIDE STREET II, LLC
	 	OHI (IOWA), LLC
	 	OHI (INDIANA), LLC
	 	OHI (ILLINOIS), LLC 
	 	OHIMA, LLC
	 	STERLING ACQUISITION, LLC
	 	OHI (CONNECTICUT), LLC
	 	FLORIDA LESSOR – MEADOWVIEW, LLC
	 	WASHINGTON LESSOR – SILVERDALE, LLC
	 	GEORGIA LESSOR – BONTERRA/PARKVIEW, LLC
	 	ARIZONA LESSOR – INFINIA, LLC
	 	COLORADO LESSOR – CONIFER, LLC
	 	TEXAS LESSOR – STONEGATE GP, LLC
	 	TEXAS LESSOR – STONEGATE LIMITED, LLC


 


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	 	INDIANA LESSOR – WELLINGTON MANOR, LLC
	 	OHI ASSET (FL) LUTZ, LLC
	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	the Sole Member of each such company
	 	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership
	 	 	 	 
	 	 	By: 	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


	 	3806 CLAYTON ROAD, LLC
	 	245 EAST WILSHIRE AVENUE, LLC
	 	13922 CERISE AVENUE, LLC
	 	637 EAST ROMIE LANE, LLC
	 	523 HAYES LANE, LLC
	 	GOLDEN HILL REAL ESTATE COMPANY, LLC
	 	11900 EAST ARTESIA BOULEVARD, LLC
	 	2400 PARKSIDE DRIVE, LLC
	 	1628 B STREET, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset HUD SF CA, LLC,
	 	 	 	the Sole Member of each such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


	 	ENCANTO SENIOR CARE, LLC
	 	OHI ASSET (AZ) AUSTIN HOUSE, LLC
	 	 
	 	 	By:	OHI Asset HUD SF, LLC,
	 	 	 	the Sole Member of each such Company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	CFG 2115 WOODSTOCK PLACE, LLC
	 	1200 ELY STREET HOLDINGS CO. LLC
	 	42235 COUNTY ROAD HOLDINGS CO. LLC
	 	2425 TELLER AVENUE, LLC
	 	48 HIGH POINT ROAD, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset HUD CFG, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	Texas Lessor - Stonegate, LP
	 	 	 	 	 
	 	 	By:	Texas Lessor – Stonegate GP, LLC,
	 	 	 	Its General Partner
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	PV REALTY – WILLOW TREE, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset HUD WO, LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	PAVILLION NURSING CENTER NORTH, LLC
	 	PAVILLION NORTH PARTNERS, LLC
	 	THE SUBURBAN PAVILION, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset (OH), LLC,
	 	 	 	the Sole Member of each such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	OHI ASSET IV (PA) SILVER LAKE, LP
	 	 	 	 	 
	 	 	By:	OHI Asset CSE-U Subsidiary, LLC,
	 	 	 	Its General Partner
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	cse pennsylvania holdings, LP
	 	cse centennial village, lp
	 	 	 	 	 
	 	 	By:	OHI Asset CSE-E Subsidiary, LLC,
	 	 	 	Its General Partner
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	CSE DENVER ILIFF LLC
	 	CSE FAIRHAVEN LLC
	 	CSE MARIANNA HOLDINGS LLC
	 	CSE TEXARKANA LLC
	 	CSE WEST POINT LLC
	 	CSE WHITEHOUSE LLC
	 	CARNEGIE GARDENS LLC
	 	FLORIDA REAL ESTATE COMPANY, LLC
	 	GREENBOUGH, LLC
	 	LAD I REAL ESTATE COMPANY, LLC
	 	PANAMA CITY NURSING CENTER LLC
	 	SKYLER MAITLAND LLC
	 	SUWANEE, LLC
	 	OHI ASSET CSE-U SUBSIDIARY, LLC
	 	OHI TENNESSEE, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset CSE-U, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE BLOUNTVILLE LLC
	 	CSE BOLIVAR LLC
	 	CSE CAMDEN LLC
	 	CSE HUNTINGDON LLC
	 	CSE JEFFERSON CITY LLC
	 	CSE MEMPHIS LLC
	 	CSE RIPLEY LLC
	 	 	 	 	 
	 	 	By:	OHI Tennessee, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	CSE CORPUS NORTH LLC
	 	CSE JACINTO CITY LLC
	 	CSE KERRVILLE LLC
	 	CSE RIPON LLC
	 	CSE SPRING BRANCH LLC
	 	CSE THE VILLAGE LLC
	 	CSE WILLIAMSPORT LLC
	 	DESERT LANE LLC
	 	NORTH LAS VEGAS LLC
	 	OHI ASSET CSE-E SUBSIDIARY, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset CSE-E, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	PAVILLION NORTH, LLP
	 	 	 	 	 
	 	 	By:	Pavillion Nursing Center North, LLC,
	 	 	 	its General Partner
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	OHI ASSET (PA), LP
	 	OHI ASSET II (PA), LP
	 	OHI ASSET III (PA), LP
	 	 	 	 	 
	 	 	By:	OHI Asset (OH), LLC,
	 	 	 	the General Partner of each limited partnership
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE CASABLANCA HOLDINGS LLC
	 	 	 	 	 
	 	 	By:	OHI Asset CSB LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE CASABLANCA HOLDINGS II LLC
	 	 	 	 	 
	 	 	By:	CSE Casablanca Holdings LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	CSE ALBANY LLC
	 	CSE AMARILLO LLC
	 	CSE AUGUSTA LLC
	 	CSE BEDFORD LLC
	 	CSE CAMBRIDGE REALTY LLC
	 	CSE CANTON LLC
	 	CSE CEDAR RAPIDS LLC
	 	CSE CHELMSFORD LLC
	 	CSE CHESTERTON LLC
	 	CSE CLAREMONT LLC
	 	CSE DENVER LLC
	 	CSE DOUGLAS LLC
	 	CSE ELKTON REALTY LLC
	 	CSE FORT WAYNE LLC
	 	CSE FRANKSTON LLC
	 	CSE GEORGETOWN LLC
	 	CSE GREEN BAY LLC
	 	CSE HILLIARD LLC
	 	CSE HUNTSVILLE LLC
	 	CSE INDIANAPOLIS – CONTINENTAL LLC
	 	CSE INDIANAPOLIS – GREENBRIAR LLC
	 	CSE JEFFERSONVILLE – HILLCREST CENTER LLC
	 	CSE JEFFERSONVILLE – JENNINGS HOUSE LLC
	 	CSE KINGSPORT LLC
	 	CSE LAKE CITY LLC
	 	CSE LAKE WORTH LLC
	 	CSE LAKEWOOD LLC
	 	CSE LAS VEGAS LLC
	 	CSE LAWRENCEBURG LLC
	 	CSE LEXINGTON PARK REALTY LLC
	 	CSE LIGONIER LLC
	 	CSE LIVE OAK LLC
	 	CSE LOWELL LLC
	 	CSE MOBILE LLC
	 	CSE MOORE LLC
	 	CSE NORTH CAROLINA HOLDINGS I LLC
	 	CSE NORTH CAROLINA HOLDINGS II LLC
	 	CSE OMRO LLC
	 	CSE ORANGE PARK LLC
	 	CSE ORLANDO – PINAR TERRACE MANOR LLC
	 	CSE ORLANDO – TERRA VISTA REHAB LLC
	 	CSE PIGGOTT LLC
	 	CSE PILOT POINT LLC
	 	CSE PONCA CITY LLC
	 	CSE PORT ST. LUCIE LLC
	 	CSE RICHMOND LLC
	 	CSE SAFFORD LLC
	 	CSE SALINA LLC
	 	CSE SEMINOLE LLC
	 	CSE SHAWNEE LLC
	 	CSE STILLWATER LLC


 


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	 	CSE TAYLORSVILLE LLC
	 	CSE TEXAS CITY LLC
	 	CSE UPLAND LLC
	 	CSE WINTER HAVEN LLC
	 	CSE YORKTOWN LLC
	 	 	 	 	 
	 	 	By:	CSE Casablanca Holdings II LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE LEXINGTON PARK LLC
	 	 	 	 	 
	 	 	By:	CSE Lexington Park Realty LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE CAMBRIDGE LLC
	 	 	 	 	 
	 	 	By:	CSE Cambridge Realty LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE ELKTON LLC
	 	 	 	 	 
	 	 	By:	CSE Elkton Realty LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


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	 	CSE ARDEN L.P.
	 	CSE KING L.P.
	 	CSE KNIGHTDALE L.P.
	 	CSE LENOIR L.P.
	 	CSE WALNUT COVE L.P.
	 	CSE WOODFIN L.P.
	 	 	 	 	 
	 	 	By:	CSE North Carolina Holdings I LLC,
	 	 	 	the General Partner of each limited partnership
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	OMEGA TRS I, INC.
	 	OHI HEALTHCARE PROPERTIES HOLDCO, INC.
	 	 	 	 	 
	 	By: 	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE PINE VIEW LLC
	 	DIXIE WHITE HOUSE NURSING HOME, LLC
	 	OCEAN SPRINGS NURSING HOME, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS I, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS II, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS III, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS IV, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS V, LLC
	 	SKYLER BOYINGTON, LLC
	 	SKYLER FLORIDA, LLC
	 	SKYLER PENSACOLA, LLC
	 	 	 	 	 
	 	By:	OHI Asset HUD Delta, LLC,
	 	 	the Sole Member of each such company
	 	 	 	 	 
	 	By: 	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


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	 	OHI ASSET (GA) MOULTRIE, LLC
	 	OHI ASSET (GA) SNELLVILLE, LLC
	 	OHI ASSET (ID) HOLLY, LLC
	 	OHI ASSET (ID) MIDLAND, LLC
	 	OHI ASSET (IN) CONNERSVILLE, LLC
	 	OHI ASSET (MS) BYHALIA, LLC
	 	OHI ASSET (MS) CLEVELAND, LLC
	 	OHI ASSET (MS) CLINTON, LLC
	 	OHI ASSET (MS) COLUMBIA, LLC
	 	OHI ASSET (MS) CORINTH, LLC
	 	OHI ASSET (MS) GREENWOOD, LLC
	 	OHI ASSET (MS) GRENADA, LLC
	 	OHI ASSET (MS) HOLLY SPRINGS, LLC
	 	OHI ASSET (MS) INDIANOLA, LLC
	 	OHI ASSET (MS) NATCHEZ, LLC
	 	OHI ASSET (MS) PICAYUNE, LLC
	 	OHI ASSET (MS) VICKSBURG, LLC
	 	OHI ASSET (MS) YAZOO CITY, LLC
	 	OHI ASSET (NC) WADESBORO, LLC
	 	OHI ASSET (OR) PORTLAND, LLC
	 	OHI ASSET (SC) AIKEN, LLC
	 	OHI ASSET (SC) ANDERSON, LLC
	 	OHI ASSET (SC) EASLEY ANNE, LLC
	 	OHI ASSET (SC) EASLEY CRESTVIEW, LLC
	 	OHI ASSET (SC) EDGEFIELD, LLC
	 	OHI ASSET (SC) GREENVILLE GRIFFITH, LLC
	 	OHI ASSET (SC) GREENVILLE LAURENS, LLC
	 	OHI ASSET (SC) GREENVILLE NORTH, LLC
	 	OHI ASSET (SC) GREER, LLC
	 	OHI ASSET (SC) MARIETTA, LLC
	 	OHI ASSET (SC) MCCORMICK, LLC
	 	OHI ASSET (SC) PICKENS EAST CEDAR, LLC
	 	OHI ASSET (SC) PICKENS ROSEMOND, LLC
	 	OHI ASSET (SC) PIEDMONT, LLC
	 	OHI ASSET (SC) SIMPSONVILLE SE MAIN, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST BROAD, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST CURTIS, LLC
	 	OHI ASSET (TN) BARTLETT, LLC
	 	OHI ASSET (TN) COLLIERVILLE, LLC
	 	OHI ASSET (TN) MEMPHIS, LLC
	 	OHI ASSET (TX) ANDERSON, LLC
	 	OHI ASSET (TX) BRYAN, LLC
	 	OHI ASSET (TX) BURLESON, LLC
	 	OHI ASSET (TX) COLLEGE STATION, LLC


 


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	 	OHI ASSET (TX) COMFORT, LLC
	 	OHI ASSET (TX) DIBOLL, LLC
	 	OHI ASSET (TX) GRANBURY, LLC
	 	OHI ASSET (TX) ITALY, LLC
	 	OHI ASSET (TX) WINNSBORO, LLC
	 	OHI ASSET (UT) OGDEN, LLC
	 	OHI ASSET (UT) PROVO, LLC
	 	OHI ASSET (UT) ROY, LLC
	 	OHI ASSET (VA) CHARLOTTESVILLE, LLC
	 	OHI ASSET (VA) FARMVILLE, LLC
	 	OHI ASSET (VA) HILLSVILLE, LLC
	 	OHI ASSET (VA) ROCKY MOUNT, LLC
	 	OHI ASSET (WA) BATTLE GROUND, LLC
	 	OHI ASSET RO PMM SERVICES, LLC
	 	OHI ASSET (GA) MACON, LLC
	 	OHI ASSET (SC) GREENVILLE, LLC
	 	OHI ASSET (SC) ORANGEBURG, LLC
	 	 	 
	 	By:	OHI Asset RO, LLC,
	 	 	the Sole Member of each such company
	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 
	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership
	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


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	 	OHI ASSET MANAGEMENT, LLC
	 	 	 	 	 
	 	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	 	a Member of such company
	 	 	 	 	 
	 	 	By:	Omega Healthcare Investors, Inc.,
	 	 	 	the General Partner of such limited partnership
	 	 	 	 	 
	 	 	 	By: 	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	 	By:	Omega TRS I, Inc.,
	 	 	 	a member of such company
	 	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	OHI ASSET (OR) TROUTDALE, LLC
	 	OHI ASSET (PA) GP, LLC
	 	HOT SPRINGS ATRIUM OWNER, LLC
	 	HOT SPRINGS COTTAGES OWNER, LLC
	 	HOT SPRINGS MARINA OWNER, LLC
	 	 	 	 	 
	 	 	By: 	OHI Asset CHG ALF, LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


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	 	OHI ASSET (PA) WEST MIFFLIN, LP
	 	BALA CYNWYD REAL ESTATE, LP
	 	 	 	 
	 	By: 	OHI Asset (PA) GP, LLC,
	 	 	the General Partner of each limited partnerships
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	BAYSIDE COLORADO HEALTHCARE ASSSOCIATES, LLC
	 	 	 	 
	 	By:	Bayside Street, LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


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	 	CANTON HEALTH CARE LAND, LLC
	 	DIXON HEALTH CARE CENTER, LLC
	 	HUTTON I LAND, LLC
	 	HUTTON II LAND, LLC
	 	HUTTON III LAND, LLC
	 	LEATHERMAN PARTNERSHIP 89-1, LLC
	 	LEATHERMAN PARTNERSHIP 89-2, LLC
	 	LEATHERMAN 90-1, LLC
	 	MERIDIAN ARMS LAND, LLC
	 	ORANGE VILLAGE CARE CENTER, LLC
	 	ST. MARY’S PROPERTIES, LLC
	 	 	 	 	 
	 	By:	Bayside Street II, LLC,
	 	 	the Sole Member of such company
	 	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


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	ADMINISTRATIVE AGENT:	bank of america, n.a.,
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Yinghua Zhang
	 	Name:	Yinghua Zhang
	 	Title:  	 Director


 


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


 


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	 	CREDIT AGRICOLE COPORATE AND INVESTMENT BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Amy Trapp
	 	Name:	Amy Trapp
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ John Bosco
	 	Name:	John Bosco
	 	Title:	Director


 


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	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brendan M. Poe
	 	Name:	Brendan M. Poe
	 	Title:	Executive Director


 


    	25



    	 



    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brad Bindas
	 	Name:	Brad Bindas
	 	Title:	Senior Vice President


 


    	26



    	 



    

 


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


 




    	27



    	 



    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Scott Rossbach
	 	Name:	Scott Rossbach
	 	Title:	Director


 




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


 


    	29



    	 



    

 


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


 




    	30



    	 



    

 


	 	SUNTRUST BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Joshua Turner
	 	Name:	Joshua Turner
	 	Title:	Vice President


 


    	31



    	 



    

 


	 	BRANCH BANKING AND TRUST COMPANY,
	 	as a Lender
	 	 	 
	 	By:	/s/ Glenn A. Page
	 	Name:	Glenn A. Page
	 	Title:	Senior Vice President


 


    	32



    	 



    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


    	33



    	 



    

 


	 	STIFEL BANK & TRUST,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	34



    	 



    

 


	 	SYNOVUS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Conner Parsons
	 	Name:	Conner Parsons
	 	Title:	Associate


 




    	35



    	 



    

 


	 	BANK OF TAIWAN, A REPUBLIC OF CHINA 

BANK ACTING THROUGH ITS LOS ANGELES

 BRANCH,
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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	 	MEGA INTERNATIONAL COMMERCIAL 

BANK CO., LTD. NEW YORK BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	37



    	 



    

 


	 	LAND BANK OF TAIWAN LOS ANGELES 

BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Henry C.R. Leu
	 	Name:	Henry C.R. Leu
	 	Title:	SVP & General Manager


 




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	 	TAIWAN BUSINESS BANK, LOS ANGELES 

BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	39



    	 



    

 


	 	TAIWAN COOPERATIVE BANK, LTD.,
	 	SEATTLE BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	40



    	 



    

 


	 	FIRST COMMERCIAL BANK, LTD., A 

REPUBLIC OF CHINA BANK ACTING 

THROUGH ITS LOS ANGELES BRANCH,
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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	 	E. SUN COMMERCIAL BANK, LIMITED, LOS 

ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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	 	HUA NAN COMMERCIAL BANK LTD.,
	 	LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	43



    	 



    

 


	NEW LENDERS:	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,
	 	as a New Lender
	 	 	 
	 	By:	/s/ Darin Mulliss
	 	Name:	Darin Mulliss
	 	Title:	Director


 




    	44



    	 



    

 


	 	COMPASS BANK,
	 	as a New Lender
	 	 	 
	 	By:	/s/ Dan Killian
	 	Name:	Dan Killian
	 	Title:	Senior Vice President


 




    	45



    	 



    

 


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


 




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


 




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Exhibit A


 


AMENDED CREDIT AGREEMENT


 




    	 



    	 



    

 


Schedule 2.01


 


LENDERS
AND COMMITMENTS


 




    	 



    	 



    

 


 


Exhibit A


to


First Amendment to Credit Agreement


 





 



 Published CUSIP Number: 68209GAH3


 


CREDIT AGREEMENT


 


Dated as of June 27, 2014


 


among


 


OMEGA HEALTHCARE INVESTORS, INC.,

as Borrower


 


CERTAIN SUBSIDIARIES OF THE BORROWER


 


REFERRED TO HEREIN AS GUARANTORS,


 


THE LENDERS PARTY HERETO,


 


BANK OF AMERICA, N.A.,

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


 


and


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK,


 


and


 


J.P.MORGAN CHASE BANK, N.A.,


 


and


 


CITIZENS BANK, NATIONAL ASSOCIATION,


 


as Co-Syndication Agents,


 


and


 


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arranger and Sole Book Runner


 


and


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK,


 


and


 


J.P. MORGAN SECURITIES LLC,


 


and


 


CITIZENS BANK, NATIONAL ASSOCIATION,


 


as Joint Lead Arrangers


 





 



 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	1.01	Defined Terms	1
	1.02	Interpretive Provisions	37
	1.03	Accounting Terms	38
	1.04	Rounding	39
	1.05	References to Agreements and Laws	39
	1.06	Times of Day; Rates	39
	1.07	Letter of Credit Amounts	39
	 	 	 
	Article II COMMITMENTS AND EXTENSION OF CREDITS	39
	 	 	 
	2.01	Commitments	39
	2.02	Borrowings, Conversions and Continuations	44
	2.03	Additional Provisions with respect to Letters of Credit	45
	2.04	Additional Provisions with respect to Swing Line Loans	52
	2.05	Repayment of Loans	55
	2.06	Prepayments	55
	2.07	Termination or Reduction of Commitments	56
	2.08	Interest	56
	2.09	Fees	57
	2.10	Computation of Interest and Fees	59
	2.11	Payments Generally	59
	2.12	Sharing of Payments	61
	2.13	Evidence of Debt	62
	2.14	Cash Collateral	63
	2.15	Defaulting Lenders	64
	2.16	Extension of Revolving Loan Maturity Date	67
	2.17	Extension of Acquisition Term Loan Maturity Date	67
	 	 	 
	Article III TAXES, YIELD PROTECTION AND ILLEGALITY	68
	 	 	 
	3.01	Taxes	68
	3.02	Illegality	70
	3.03	Inability to Determine Rates	71
	3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans	71
	3.05	Funding Losses	72
	3.06	Matters Applicable to all Requests for Compensation	72
	3.07	Survival	73
	 	 	 
	Article IV CONDITIONS PRECEDENT TO EXTENSION OF CREDITS	73
	 	 	 
	4.01	Conditions to Initial Extensions of Credit	73
	4.02	Conditions to Extensions of Credit	76
	 	 	 
	Article V REPRESENTATIONS AND WARRANTIES	76


 




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	5.01	Financial Statements; No Material Adverse Effect	76
	5.02	Corporate Existence and Power	77
	5.03	Corporate and Governmental Authorization; No Contravention	77
	5.04	Binding Effect	77
	5.05	Litigation	78
	5.06	Compliance with ERISA	78
	5.07	Environmental Matters	79
	5.08	Margin Regulations; Investment Company Act	80
	5.09	Compliance with Laws	80
	5.10	Ownership of Property; Liens	80
	5.11	Corporate Structure; Capital Stock, Etc.	80
	5.12	Labor Matters	81
	5.13	No Default	81
	5.14	Solvency	81
	5.15	Taxes	81
	5.16	REIT Status	81
	5.17	Insurance	81
	5.18	Intellectual Property; Licenses, Etc.	82
	5.19	Disclosure	82
	5.20	Anti-Terrorism Laws	82
	 	 	 
	Article VI AFFIRMATIVE COVENANTS	83
	 	 	 
	6.01	Financial Statements	83
	6.02	Certificates; Other Information	84
	6.03	Preservation of Existence and Franchises	86
	6.04	Books and Records	86
	6.05	Compliance with Law	86
	6.06	Payment of Taxes and Other Indebtedness	87
	6.07	Insurance	87
	6.08	Maintenance of Property	87
	6.09	Performance of Obligations	87
	6.10	Visits and Inspections	88
	6.11	Use of Proceeds/Purpose of Loans and Letters of Credit	88
	6.12	Financial Covenants	88
	6.13	Environmental Matters; Preparation of Environmental Reports	89
	6.14	REIT Status	89
	6.15	Additional Guarantors; Withdrawal or Addition of Unencumbered Properties; Release of Guarantors	90
	6.16	Anti-Terrorism Laws	91
	6.17	Compliance With Material Contracts	91
	6.18	Designation as Senior Debt	92
	6.19	Investor Guaranties	92
	 	 	 
	Article VII NEGATIVE COVENANTS	92
	 	 	 
	7.01	Liens	92
	7.02	Indebtedness	93
	7.03	Investments	94


 




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	7.04	Fundamental Changes	95
	7.05	Dispositions	95
	7.06	Change in Nature of Business	96
	7.07	Transactions with Affiliates and Insiders	96
	7.08	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	96
	7.09	Negative Pledges	97
	7.10	Use of Proceeds	97
	7.11	Prepayments of Indebtedness	97
	7.12	Stock Repurchases	97
	7.13	Sanctions	98
	 	 	 
	Article VIII EVENTS OF DEFAULT AND REMEDIES	98
	 	 	 
	8.01	Events of Default	98
	8.02	Remedies Upon Event of Default	100
	8.03	Application of Funds	101
	 	 	 
	Article IX ADMINISTRATIVE AGENT	102
	 	 	 
	9.01	Appointment and Authorization of Administrative Agent	102
	9.02	Delegation of Duties	103
	9.03	Liability of Administrative Agent	103
	9.04	Reliance by Administrative Agent	103
	9.05	Notice of Default	104
	9.06	Credit Decision; Disclosure of Confidential Information by Administrative Agent	104
	9.07	Indemnification of Administrative Agent	105
	9.08	Administrative Agent in its Individual Capacity	105
	9.09	Successor Administrative Agent	106
	9.10	Administrative Agent May File Proofs of Claim	106
	9.11	Guaranty Matters	107
	9.12	Other Agents; Arrangers and Managers	107
	 	 	 
	Article X MISCELLANEOUS	108
	 	 	 
	10.01	Amendments, Etc.	108
	10.02	Notices and Other Communications; Facsimile Copies	110
	10.03	No Waiver; Cumulative Remedies	112
	10.04	Attorney Costs, Expenses and Taxes	112
	10.05	Indemnification	113
	10.06	Payments Set Aside	114
	10.07	Successors and Assigns	114
	10.08	Confidentiality	118
	10.09	Set-off	119
	10.10	Interest Rate Limitation	120
	10.11	Counterparts	120
	10.12	Integration	120
	10.13	Survival of Representations and Warranties	120
	10.14	Severability	120


 




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	10.15	Tax Forms	121
	10.16	Replacement of Lenders	123
	10.17	No Advisory or Fiduciary Responsibility	123
	10.18	Source of Funds	124
	10.19	GOVERNING LAW	124
	10.20	WAIVER OF RIGHT TO TRIAL BY JURY	125
	10.21	No Conflict	125
	10.22	USA Patriot Act Notice	125
	10.23	Electronic Execution of Assignments and Certain Other Documents	126
	10.24	Entire Agreement	126
	 	 	 
	Article XI GUARANTY	126
	 	 	 
	11.01	The Guaranty	126
	11.02	Obligations Unconditional	127
	11.03	Reinstatement	128
	11.04	Certain Waivers	128
	11.05	Rights of Contribution	129
	11.06	Guaranty of Payment; Continuing Guaranty	129
	11.07	Keepwell	129


 




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SCHEDULES


 


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


 


EXHIBITS


 


	A	Form of Loan Notice
	B	Form of Revolving Note
	C	Form of Term Note
	D	Form of Compliance Certificate
	E	Form of Assignment and Assumption
	F	Form of Subsidiary Guarantor Joinder Agreement
	G	Form of Lender Joinder Agreement


 




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”)
is entered into as of June 27, 2014 by and among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Borrower”)
certain subsidiaries of the Borrower identified herein, as Guarantors, the Lenders (as defined herein), and BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).


 


WHEREAS, the Borrower
has requested that the Revolving Lenders hereunder provide a four-year revolving credit facility in an amount of $1,250,000,000
(the “Revolving Credit Facility”), the Closing Date Term Loan Lenders hereunder provide a term loan facility
in the amount of $200,000,000 (the “Closing Date Term Loan Facility”) and the Acquisition Term Loan Lenders
hereunder provide a term loan facility in the amount of $200,000,000 (the “Acquisition Term Loan Facility” and
together with the Revolving Credit Facility and the Closing Date Term Loan Facility, the “Credit Facilities”),
which Credit Facilities may be increased to an aggregate amount of $1,900,000,000;


 


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


 


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


 


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


 




    	 



    	 



    

 


Article
I

DEFINITIONS AND ACCOUNTING TERMS


 


1.01        Defined
Terms.


 


As used in this Credit
Agreement, the following terms have the meanings set forth below (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):


 


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


 


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


 


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


 


“Acquisition Term
Loan Commitment” means, with respect to each Acquisition Term Loan Lender, the commitment of such Acquisition Term Loan
Lender to make its portion of the Acquisition Term Loan to the Borrower pursuant to Section 2.01(d)(ii), in the principal
amount set forth opposite such Acquisition Term Loan Lender’s name on Schedule 2.01; provided that, at any time after
funding of an Acquisition Term Loan, the determinations “Required Lender” shall also be based on the outstanding principal
amount of the such Acquisition Term Loan.  The aggregate principal amount of the Acquisition Term Loan Commitments of
all of the Acquisition Term Loan Lenders as in effect on the First Amendment Effective Date is Two Hundred Million Dollars ($200,000,000).


 


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


 


“Acquisition Term
Loan Extension Request Date” has the meaning provided in Section 2.17(a).


 


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


 


“Acquisition Term
Loan Maturity Date” means the later to occur of (a) June 27, 2017 and (b) if maturity is extended pursuant to Section
2.17, such extended maturity date as determined pursuant to such section.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Aggregate Revolving
Committed Amount” has the meaning provided in Section 2.01(a), as increased from time to time pursuant to
Section 2.01(e).


 


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


 


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


 


“Applicable Percentage”
means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment
at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make
Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section
8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined
based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments, (b) with
respect to such Lender’s portion of any outstanding Closing Date Term Loan at any time, the percentage (carried out to the
ninth decimal place) of the outstanding principal amount of such Closing Date Term Loan held by such Lender at such time subject
to adjustment as provided in Section 2.15, (c) with respect to


 




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such Lender’s portion
of any outstanding Acquisition Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding
principal amount of such Acquisition Term Loan held by such Lender at such time subject to adjustment as provided in Section
2.15, (d) with respect to such Lender’s Closing Date Term Loan Commitment at any time, the percentage (carried out to
the ninth decimal place) of the aggregate Closing Date Term Loan Commitments of all Lenders represented by such Lender’s
Closing Date Term Loan Commitment at such time, subject to adjustment as provided in Section 2.15 and (e) with respect to
such Lender’s Acquisition Term Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the
aggregate Acquisition Term Loan Commitments of all Lenders represented by such Lender’s Acquisition Term Loan Commitment
at such time, subject to adjustment as provided in Section 2.15.  The initial Applicable Percentage of each Lender
is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.01(e), as applicable.


 


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


 


	Applicable Rate
	 	 	 	 	Revolving Loans	 	 	Term Loan	 	 	 	 	 	 	 
	Pricing	 		 	Eurodollar	 	 	Base Rate	 	 	Eurodollar	 	 	Base Rate	 	 	Letter of	 	 	Facility	 
	Level	 	Debt Rating	 	Loans	 	 	Loans	 	 	Loans	 	 	Loans	 	 	Credit Fee	 	 	Fee	 
	1	 	> A-/A3	 	 	0.925	%	 	 	0.00	%	 	 	1.00	%	 	 	0.00	%	 	 	0.925	%	 	 	0.125	%
	2	 	BBB+/Baa1	 	 	1.00	%	 	 	0.00	%	 	 	1.10	%	 	 	0.10	%	 	 	1.00	%	 	 	0.15	%
	3	 	BBB/Baa2	 	 	1.10	%	 	 	0.10	%	 	 	1.25	%	 	 	0.25	%	 	 	1.10	%	 	 	0.20	%
	4	 	BBB-/Baa3	 	 	1.30	%	 	 	0.30	%	 	 	1.50	%	 	 	0.50	%	 	 	1.30	%	 	 	0.25	%
	5	 	<BBB-/Baa3	 	 	1.70	%	 	 	0.70	%	 	 	1.95	%	 	 	0.95	%	 	 	1.70	%	 	 	0.30	%



 


Each change in the Applicable Rate resulting
from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing
on the date of delivery by the Borrower to the Administrative Agent of notice thereof and ending on the day immediately preceding
the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public
announcement thereof and ending on the day immediately preceding the effective date of the next such change.  If at any
time the Borrower or Omega LP has only two (2) Debt Ratings, and such Debt Ratings are split, then: (A) if the difference between
such Debt Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Rate shall
be the rate per annum that would be applicable if the higher of the Debt Ratings were used; and (B) if the difference between such
Debt Ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P), the Applicable Rate shall be the rate
per annum that would be applicable if the median of the applicable Debt Ratings were used.  If at any time the Borrower
or Omega LP has three (3) Debt Ratings, and such Debt Ratings are split, then: (A) if the difference between the highest and the
lowest such Debt Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Rate
shall be the rate per annum that would be applicable if the highest of the Debt Ratings were used; and (B) if the difference between
such Debt Ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Rate
shall be the rate


 




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per annum that would be applicable if the average
of the two (2) highest Debt Ratings were used; provided, that if such average is not a recognized rating category, then
the Applicable Rate shall be the rate per annum that would be applicable if the second highest Debt Rating of the three were used.  


 


“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, collectively, (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as joint lead arranger and sole
book runner, (ii) Credit Agricole Corporate and Investment Bank, in its capacity as joint lead arranger, (iii) J.P. Morgan Securities
LLC, in its capacity as joint lead arranger and (iv) Citizens Bank, National Association, in its capacity as joint lead arranger.


 


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


 


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


 


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


 


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


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries for the fiscal
year ended December 31, 2014, and the related consolidated statements of earnings, shareholders’ equity and cash flows
for such fiscal year of the Borrower and its Consolidated Subsidiaries, including the notes thereto; provided, that the
Administrative Agent hereby agrees that the Form 10-K of the Borrower delivered to it by the Borrower and containing information
for the fiscal year ended December 31, 2014 shall


 




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constitute all information
required to be delivered as part of the “Audited Financial Statements” for purposes of this Agreement.


 


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


 


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


 


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


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”
and (c) the one-month Eurodollar Rate plus one percent (1.00%); and if Base Rate shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement.  The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change
in the prime


 




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rate announced by Bank of
America shall take effect at the opening of business on the day specified in the public announcement of such change.


 


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


 


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


 


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


 


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


 


“Braswell Indebtedness”
means that certain Indebtedness of Regency Health Services, Inc. owing to C. Allen Braswell, Braswell Management,
Inc., Dorothy Norton and Cecil Mays pursuant to that certain Promissory Note Secured by Deeds of Trust in the
original principal amount of $4,114,035 (of which no more than $2,961,607 is outstanding as of the Closing Date).


 


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


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or
are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar
Loan, means any such day that is also a London Banking Day.


 


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


 


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


 


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


 


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


 


“Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof
(provided that the full faith and


 




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


 


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


 


“Change of Control”
means the occurrence of any of the following events: (a) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting stock of the
Borrower (or other securities convertible into such voting stock) representing thirty-five percent (35%) or more of the combined
voting power of all voting stock of the Borrower, (b) during any period of up to twenty-four (24) consecutive months, commencing
after the Closing Date, individuals who at the beginning of such twenty-four (24) month period were directors of the Borrower (together
with any new director whose election by the Borrower’s Board of Directors or whose nomination for election by the Borrower’s
shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute
a majority of the directors of the


 




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Borrower then in office,
(c) the occurrence of a “Change of Control” or any equivalent term or concept under any of the Senior Note Indentures,
(d) the Borrower ceases to be a general partner of Omega LP or ceases to have the sole and exclusive power to exercise all management
and control over Omega LP, (e) any Person other than the Borrower or Omega Holdco becomes a general partner of Omega LP (except
that temporary ownership by Aviv REIT, Inc. or any of its pre-merger subsidiaries of any general partnership interest(s) in Omega
LP will be permitted, provided that after giving effect to the merger, all of such general partnership interest(s) in Omega LP
theretofore held by Aviv REIT, Inc. or its pre-merger subsidiaries are owned by Omega Holdco), or (f) the Borrower ceases to own,
directly or indirectly, sixty percent (60%) or more of the equity interests in Omega LP.  As used herein, “beneficial
ownership” shall have the meaning provided in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934.


 


“Closing Date”
means the date hereof.


 


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


 


“Closing Date
Term Loan Commitment” means, with respect to each Closing Date Term Loan Lender, the commitment of such Closing Date
Term Loan Lender to make its portion of the Closing Date Term Loan to the Borrower pursuant to Section 2.01(d)(i), in the
principal amount set forth opposite such Closing Date Term Loan Lender’s name on Schedule 2.01; provided that, at
any time after funding of a Closing Date Term Loan, the determinations “Required Lender” shall also be based on the
outstanding principal amount of the such Closing Date Term Loan.  The aggregate principal amount of the Closing Date
Term Loan Commitments of all of the Closing Date Term Loan Lenders as in effect on the Closing Date is Two-Hundred Million Dollars
($200,000,000).


 


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


 


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


 


“Closing
Date Term Loan Maturity Date” means June 27, 2019.


 


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


 


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


 


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


 




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


 


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


 


“Consolidated
Adjusted EBITDA” means, for any period, for the Consolidated Parties on a consolidated basis, the sum of (a) Consolidated
EBITDA as of such date plus (b) an amount based on the Special Charges Adjustment (without duplication to the extent included
in the determination of Consolidated Interest Expense and added back to net income in the calculation of Consolidated EBITDA).


 


“Consolidated
EBITDA” means, for any period, for the Consolidated Parties on a consolidated basis, the sum of (a) net income of the
Consolidated Parties, in each case, excluding any non-recurring or extraordinary gains and losses, plus (b) an amount which,
in the determination of net income for such period pursuant to clause (a) above, has been deducted for or in connection with
(i) Consolidated Interest Expense (plus, amortization of deferred financing costs, to the extent included in the determination
of Consolidated Interest Expense per GAAP), (ii) income taxes, and (iii) depreciation and amortization plus (c) to the extent
decreasing net income of the Consolidated Parties for such period, all expenses directly attributable to FIN 46 consolidation requirements,
minus (d) to the extent increasing net income of the Consolidated Parties for such period, all revenue directly attributable
to FIN 46 consolidation requirements, plus (e) to the extent decreasing net income of the Consolidated Parties for such
period, all expenses directly related to owned and operated assets, minus (f) to the extent increasing net income of the
Consolidated Parties for such period, all revenues directly related to owned and operated assets, all determined in accordance
with GAAP.


 


“Consolidated
Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA to
(b) Consolidated Fixed Charges, in each case, for the most recently completed four (4) fiscal quarters.


 


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


 


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


 




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“Consolidated
Interest Expense” means, for any period, for the Consolidated Parties on a consolidated basis, all interest expense and
letter of credit fee expense, as determined in accordance with GAAP during such period; provided, that interest expenses
shall, in any event, (a) include the interest component under Capital Leases and the implied interest component under Securitization
Transactions and (b) exclude the amortization of any deferred financing fees.


 


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


 


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


 


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


 


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


 


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


 


“Consolidated
Tangible Net Worth” means, for the Consolidated Parties as of any date of determination, (a) stockholders’ equity
on a consolidated basis determined in accordance with GAAP, but with no upward adjustments due to any revaluation of assets, less
(b) all Intangible Assets, plus (c) all accumulated depreciation, all determined in accordance with GAAP; provided, that
the Consolidated Parties will be permitted to exclude (i.e. add back to stockholder’s equity) up to $35,000,000 in potential
future impairment charges incurred during the term of this Credit Agreement (such exclusions to be clearly reflected, however,
in the calculations of Consolidated Tangible Net Worth delivered to the Administrative Agent by the Borrower from time to time
pursuant to the terms of this Credit Agreement).


 


“Consolidated
Total Asset Value” means the sum of all the following of the Consolidated Parties, without duplication: (a) the
quotient of (1) Net Revenue from all Real Property Assets for the fiscal quarter most recently ended (for Real Property Assets
owned for the prior four (4) fiscal quarters), minus the Net Revenue attributable to each Real Property Asset sold or otherwise
disposed of during such most recently ended quarter, minus the Net Revenue from all Real Property Assets acquired during
the prior four (4) fiscal quarter period, multiplied by four, divided by (2) the Capitalization Rate, plus
(b) the acquisition cost of each Real Property Asset acquired during the prior four (4) fiscal quarter period, plus (c)
the GAAP book value of the Borrower’s Investments permitted by Section 7.03, plus (d) cash and cash equivalents,
plus (e)


 




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the Consolidated Parties’
pro rata share of the foregoing items and components attributable to interest in Unconsolidated Affiliates.


 


“Consolidated
Unsecured Debt Yield” means, as of any date of determination, the ratio of (a) Unencumbered Net Revenue plus interest
income from unencumbered Qualified Mortgage Loans (provided, however, the aggregate amount of Qualified Mortgage
Loans attributable to second mortgages or second deeds of trust shall not exceed $150,000,000), as of the end of the most recently
completed fiscal quarter multiplied by four (4) to (b) the Consolidated Unsecured Funded Debt for the most recently
completed fiscal quarter.


 


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


 


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


 


“Consolidated
Unsecured Interest Expense” means, for any period, for the Consolidated Parties on a consolidated basis, all interest
expense and letter of credit fee expense, as determined in accordance with GAAP during such period, attributable to Borrower and
its Subsidiaries’ aggregate Consolidated Unsecured Funded Debt; provided, that interest expenses shall, in any event,
(a) include the interest component under Capital Leases and the implied interest component under Securitization Transactions and
(b) exclude the amortization of any deferred financing fees.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


“Daily Floating
Eurodollar Rate” means, for each day, a fluctuating rate of interest equal to Eurodollar Rate applicable on such day
for an Interest Period of one month beginning two (2) Business Days thereafter.  The Daily Floating Eurodollar Rate
shall be determined and adjusted on each Business Day and shall remain in effect until the next Business Day. If the Daily Floating
Eurodollar Rate is not available at such time for any reason, or if the Administrative Agent determines that no adequate basis
exists for determining the Daily Floating Eurodollar Rate, or that the Daily Floating Eurodollar Rate will not adequately and fairly
reflect the cost to Swing Line Lender of funding the Swing Line Loan, or that any applicable Law or regulation or compliance therewith
by Swing Line Lender prohibits or restricts or makes impossible the charging of interest based on the Daily Floating Eurodollar
Rate, then “Daily Floating Eurodollar Rate” shall be an interest rate equal to the Base Rate then in effect.


 


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


 


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


 


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


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c)
two percent (2%) per annum; provided, however, that with respect to a Eurodollar Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent
(2%) per annum, in each case to the fullest extent permitted by applicable Law.


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


“Engagement Letter”
means the letter agreement dated as of April 28, 2014 among the Borrower, the Arranger and the Administrative Agent, as amended
and modified.


 


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


 


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


 


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


 


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


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063


 




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


 


“Eurodollar Loan”
means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”


 


“Eurodollar Rate”
means


 


(a)          For
any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by Bloomberg (or such other
commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in
such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement
of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period; and if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement;


 


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


 


provided, that to the extent a comparable
or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner
consistent with market practice; and, provided, further, that to the extent such market practice is not administratively
feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the
Administrative Agent.


 


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


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Obligation under any Swap Contract if, and to the extent that,
all or a portion of the Guaranty of such Guarantor of, or the grant under a Credit Document by such Guarantor of a security interest
to secure, such Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application
or official interpretation thereof) by virtue of such Guarantor’s failure for any


 




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


 


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


 


“Existing Credit
Facility” means that certain Credit Agreement, dated as of December 6, 2012, by and among the Borrower, certain Subsidiaries
of the Borrower, the lenders party thereto and Bank of America, N.A. as administrative agent, as amended, restated or otherwise
modified from time to time prior to the date hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank


 




    	17



    	 



    

 


of New York on the Business
Day immediately succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the immediately preceding Business Day as so published on the immediately succeeding
Business Day, and (b) if no such rate is so published on such immediately succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to the next 1/100th of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.


 


“First Amendment
Effective Date” means April 1, 2015.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)          all
direct obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments
(including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements)


 




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to the extent such
instruments or agreements support financial, rather than performance, obligations;


 


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


 


(e)          the
Attributable Principal Amount of Securitization Transactions;


 


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


 


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


 


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


 


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


 


“Funds From Operations”
means, with respect to any period, the Borrower’s net income (or loss), plus depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures as hereafter provided.  Notwithstanding contrary treatment under GAAP,
for purposes hereof, (a) “Funds From Operations” shall include, and be adjusted to take into account, the Borrower’s
interests in unconsolidated partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as
provided in the “white paper” issued in April 2002 by the National Association of Real Estate Investment Trusts,
a copy of which has been provided to the Administrative Agent and the Lenders and (b) net income (or loss) shall not include gains
(or, if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales of property, (iii)
sales or redemptions of preferred stock, (iv) revenue or expenses related to owned and operated assets, (v) revenue or expense
related to FIN 46 consolidation requirements or (vi) any other Special Charges.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          all
Funded Debt;


 


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


 


(c)          net
obligations under any Swap Contract;


 


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


 


(e)          Indebtedness
of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as
such, has personal


 




    	20



    	 



    

 


liability for such
obligations, but only to the extent there is recourse to such Person for payment thereof.


 


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


 


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


 


“Indemnitees”
has the meaning provided in Section 10.05.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


“Investment Grade
Rating” means a Debt Rating of BBB-/Baa3 (or equivalent) or higher from any of Moody’s, S&P or Fitch.


 


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


 


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


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	22



    	 



    

 


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


 


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


 


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


 


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


 


“L/C Issuer Fees”
has the meaning given such term in Section 2.09(d)(ii).


 


“L/C Obligations”
means, at any time, the sum of (a) the maximum amount available to be drawn under Letters of Credit then outstanding, assuming
compliance with all requirements for drawings referenced therein, plus (b) the aggregate amount of all Unreimbursed Amounts,
including L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section 1.07.  For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder
by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


 


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


 


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


 


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


 


“Letter of Credit”
means each standby (non-commercial) letter of credit issued hereunder.


 


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


 


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


 


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


 




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


 


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


 


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


 


“LP Credit Agreement”
means that certain Credit Agreement, dated as of April 1, 2015, by and among Omega LP, as borrower, certain subsidiaries of Omega
LP, as guarantors, the financial institutions party thereto from time to time, as lenders, and Bank of America, N.A., as administrative
agent, as amended, restated, supplemented or otherwise modified from time to time.  


 


“Loan”
means any Revolving Loan, Closing Date Term Loan, Acquisition Term Loan or Swing Line Loan and the Base Rate Loans, Eurodollar
Loans and Daily Floating Eurodollar Rate Loans comprising such Loans.


 


“Loan Notice”
means a notice of (a) a Borrowing of Loans (including Swing Line Loans), (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Eurodollar Loans, which, if in writing, shall be substantially in the form of Exhibit A or
such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


“Net Revenue”
shall mean, with respect to any Real Property Asset for the applicable period, the sum of (a) rental payments received in
cash by the applicable Consolidated Party (whether in the nature of base rent, minimum rent, percentage rent, additional rent or
otherwise, but exclusive of security deposits, earnest money deposits, advance rentals, reserves for capital expenditures, charges,
expenses or items required to be paid or reimbursed by the Tenant thereunder and proceeds from a sale or other disposition) pursuant
to the Facility Leases applicable to such Real Property Asset, minus (b) expenses of the applicable Consolidated Party allocated
to such Real Property Asset, minus (c) to the extent increasing Net Revenue of the Consolidated Parties for such period,
all revenue directly attributable to FIN 46 consolidation requirements.


 


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


 


“Notes”
means a collective reference to the Revolving Notes and the Term Notes; and “Note” means any one of them.


 


“Obligations”
means, without duplication, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party
arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including
those


 




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acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming
such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding,
(b) all obligations under any Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender is a party and (c)
all obligations of any Credit Party under any treasury management agreement between any Credit Party and any Lender or Affiliate
of a Lender; provided, however, that the “Obligations” of a Credit Party shall exclude any Excluded Swap
Obligations with respect to such Credit Party.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 




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“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, or in the case of a multiple employer or other
plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan
years.


 


“Permitted Liens”
means, at any time, Liens in respect of the Borrower or any of its Subsidiaries permitted to exist at such time pursuant to the
terms of Section 7.01.


 


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


 


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


 


“Platform”
has the meaning provided in Section 6.02.


 


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


 


“Prohibited Person”
means any Person (i) listed in the annex to, or who is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (the “Executive Order”); (ii) that is owned or controlled by,
or acting for or on behalf of, any person or entity that is listed in the annex to, or is otherwise subject to the provisions,
of the Executive Order; (iii) with whom a Person is prohibited from dealing or otherwise engaging in any transaction by any terrorism
or


 




    	27



    	 



    

 


money laundering Law, including
the Executive Order; (iv) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive
Order; (v) that is named as a “specially designated national and blocked person” on the most current list published
by the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any replacement website or other
replacement official publication of such list; or who is an Affiliate of a Person listed in clauses (i) - (v) above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 




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


 


“Required Lenders”
means, as of any date of determination, two or more Lenders (except to the extent only one Lender exists as of such date) having
at least 50% of (a) the sum of the outstanding principal amount of the Term Loans and the aggregate Commitments or (b) if the aggregate
Commitments and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Article VIII,
Lenders holding in the aggregate at least 50% of the sum of the outstanding principal amount of the Term Loans and the Revolving
Obligations (including, in each case, the aggregate amount of each Revolving Lender’s risk participation and funded participation
in L/C Obligations and Swing Line Loans); provided, that (i) the unfunded Commitments of any Defaulting Lender and (ii)
the portion of the Revolving Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making
a determination of Required Lenders.


 


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


 


“Responsible Officer”
means the chief executive officer, president, chief operating officer and chief financial officer of any Credit Party and solely
for the purposes of notices given pursuant to Article II, any other officer of the applicable Credit Party so designated by any
of the foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is signed by
a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted
on behalf of such Credit Party.


 


“Revolving Commitment”
means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to share in the
Revolving Obligations hereunder up to such Revolving Lender’s Revolving Commitment Percentage thereof.  The aggregate
principal amount of the Revolving Commitments of all of the Revolving Lenders as in effect on the First Amendment Effective Date
is One Billion Two Hundred Fifty Million Dollars ($1,250,000,000).


 


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


 




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Aggregate Revolving Committed
Amount.  The initial Revolving Commitment Percentages are set forth on Schedule 2.01.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Revolving Loan
Maturity Date” means the later to occur of (a) June 27, 2018 and (b) if maturity is extended pursuant to Section 2.16,
such extended maturity date as determined pursuant to such section; provided however, that, in each such case, if such date is
not a Business Day, the Maturity Dates shall be the preceding Business Day.


 


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


 


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


 


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


 


“Sanctioned Person”
means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available
at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise


 




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published from time to time,
(b) (i) an agency of the government of a Designated Jurisdiction, (ii) an organization controlled by a Designated Jurisdiction,
or (iii) a Person resident in a Designated Jurisdiction, to the extent subject to a sanctions program administered by OFAC or (c)
any Person or Persons owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 


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


 


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


 


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


 


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


 


“Senior Notes”
means collectively, the Senior Notes (2022), the Senior Notes (2024A), the Senior Notes (2024B), the Senior Notes (2025) and the
Senior Notes (2027).


 


“Senior Notes
(2022)” means any one of the 6.75% Senior Notes due 2022 issued by the Borrower in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2022), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2024A)” means any one of the 5.875% Senior Notes due 2024 issued by the Borrower in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2024A), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


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


 


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


 


“Senior Notes
(2027)” means any one of the 4.50% Senior Notes due 2027 issued by the Borrower in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2027), as


 




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


 


“Senior Note Indentures”
means collectively, the Senior Note Indenture (2022), the Senior Note Indenture (2024A), the Senior Note Indenture (2024B), the
Senior Note Indenture (2025) and the Senior Note Indenture (2027).  


 


“Senior Note Indenture
(2022)” means the Indenture, dated as of October 4, 2010 by and among the Borrower and the Senior Noteholders, as the
same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note Indenture
(2024A)” means the Indenture, dated as of March 19, 2012 by and among the Borrower and the Senior Noteholders, as the
same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 




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“Special Charges”
means, for any period, for the Consolidated Parties on a consolidated basis, all charges, costs or expenses of the Consolidated
Parties related to any of the following:


 


(a)          cash
litigation charges incurred by the Consolidated Parties; provided, that such amount shall not exceed an aggregate amount
of $10,000,000 during the term of this Credit Agreement and any such amounts in excess of $10,000,000 shall not be included in
the determination of the Special Charges Adjustment for any period;


 


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


 


(c)          other
than as set forth in clause (b) immediately above, additional non-cash charges associated with the write-down of the value of accounts
and/or notes receivable of the Consolidated Parties; provided, that such amount shall not exceed an aggregate amount of
$35,000,000 during the term of this Credit Agreement and any such amounts in excess of $35,000,000 shall not be included in the
determination of the Special Charges Adjustment for any period;


 


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


 


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


 


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


 


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


 


(h)          charges
related to acquisition deal related costs.


 


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


 


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


 


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


 




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“Subsidiary Guarantor”
means (a) Omega LP, (b) Omega Holdco, (c) each Subsidiary of the Borrower as of the Closing Date other than the Unrestricted Subsidiaries,
and (d) each Subsidiary of the Borrower subsequently created or acquired which becomes a Subsidiary Guarantor pursuant to Section
6.15(a) hereof.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Term Loan Commitment”
means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make its portion of the Term Loan to the
Borrower pursuant to Section 2.01(d), in the principal amount set forth opposite such Term Loan Lender’s name on Schedule
2.01; provided that, at any time after funding of a Term Loan, the determinations “Required Lender” shall also
be based on the outstanding principal amount of the such Term Loan.  


 


“Term Loan Commitment
Percentage” means, at any time, for each Term Loan Lender, the percentage of the aggregate Term Loan (or aggregate Term
Loan Commitment, prior to the termination thereof) held by such Term Loan Lender to the aggregate Term Loan (or aggregate Term
Loan Commitments) held by all Term Loan Lenders, as such percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 10.07.  


 


“Term Loan”
means, collectively, the Closing Date Term Loan and the Acquisition Term Loan.


 




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“Term Loan Lenders”
means a collective reference to the Lenders holding Closing Date Term Loans or Acquisition Term Loans.


 


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


 


“Threshold Amount”
means $25,000,000.


 


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


 


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


 


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


 


“Unencumbered
Asset Value” means the sum of the following, without duplication: (a) the quotient of (1) Unencumbered Net Revenue
for the prior fiscal quarter (for Real Property Assets owned for the prior four (4) fiscal quarters), minus the Unencumbered
Net Revenue attributable to each Unencumbered Property sold or otherwise disposed of during such most recently ended quarter, minus
the Unencumbered Net Revenue from any Unencumbered Property acquired during the prior four (4) fiscal quarter period, multiplied
by four, divided by (2) the Capitalization Rate plus (b) the acquisition cost of each Unencumbered Property acquired during the
prior four (4) fiscal quarter period plus (c) the book value of unencumbered Qualified Mortgage Loans; provided, that when
calculating the Unencumbered Asset Value, (i) the aggregate occupancy of all Unencumbered Properties contributing to the Unencumbered
Asset Value, reported as of the last day of the most recently ended fiscal quarter period of the Borrower, shall be at least 78%
of in-service beds and (ii) the aggregate amount of Qualified Mortgage Loans attributable to second mortgages or second deeds of
trust added pursuant to clause (c) of this definition shall not exceed $250,000,000.


 


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


 


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


 


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


 


(b)          is
not subject to a Negative Pledge or encumbered by a mortgage, deed of trust, lien, pledge, encumbrance or other security interest,
in each case, to secure Funded Debt, other than the Braswell Indebtedness;


 




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


 


(d)          shall
be located in the United States;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.02        Interpretive
Provisions.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


1.03        Accounting
Terms.


 


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


 


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


 


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


 




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1.04        Rounding.


 


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


 


1.05        References
to Agreements and Laws.


 


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


 


1.06        Times
of Day; Rates.


 


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


 


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


 


1.07        Letter
of Credit Amounts.


 


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


 


Article
II

COMMITMENTS AND EXTENSION OF CREDITS


 


2.01        Commitments.


 


Subject to the terms and
conditions set forth herein:


 


(a)           Revolving
Loans.  During the Revolving Commitment Period, each Revolving Lender severally agrees to make revolving credit loans
(the “Revolving Loans”) to the Borrower in Dollars on any Business Day; provided, that after giving effect
to any such Revolving Loan, (i) with regard to the Revolving Lenders collectively, the aggregate outstanding principal amount of
Revolving Obligations shall not exceed


 




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ONE BILLION
TWO HUNDRED FIFTY MILLION DOLLARS ($1,250,000,000), (as increased or decreased from time to time pursuant to this Credit Agreement,
the “Aggregate Revolving Committed Amount”) and (ii) with regard to each Revolving Lender individually, such
Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed
Amount.  Revolving Loans may consist of Base Rate Loans, Eurodollar Loans, or a combination thereof, as provided herein,
and may be repaid and reborrowed in accordance with the provisions hereof.


 


(b)           Letters
of Credit.  During the Revolving Commitment Period, (i) the L/C Issuer, in reliance upon the commitments of the Revolving
Lenders set forth herein, agrees (A) to issue Letters of Credit for the account of Borrower on any Business Day, (B) to
amend or extend Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Revolving
Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an
amount equal to such Revolving Lender’s Revolving Commitment Percentage thereof; provided, that (A) the aggregate
principal amount of L/C Obligations shall not exceed an amount equal to TWENTY-FIVE MILLION DOLLARS ($25,000,000)
(as such amount may be adjusted in accordance with the provisions hereof, the “L/C Committed Amount”), (B) with
regard to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate
Revolving Committed Amount and (C) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment
Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount.  Subject to the terms
and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower
may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.


 


(c)           Swing
Line Loans.  During the Revolving Commitment Period, the Swing Line Lender may, in its discretion and in reliance
upon the agreements of the other Lenders set forth in this Section 2.01(c) and Section 2.04, make revolving credit
loans (the “Swing Line Loans”) to the Borrower on any Business Day; provided, that (i) the aggregate
principal amount of Swing Line Loans shall not exceed an amount equal to ONE HUNDRED MILLION DOLLARS ($100,000,000)
(as such amount may be adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”),
(ii) with respect to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed
the Aggregate Revolving Committed Amount and (iii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance
any outstanding Swing Line Loan.  Swing Line Loans shall be Daily Floating Eurodollar Rate Loans, and may be repaid and
reborrowed in accordance with the provisions hereof.  Immediately upon the making of a Swing Line Loan, each Revolving
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation
interest in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Commitment Percentage
thereof.  No Swing Line Loan shall remain outstanding for longer than five (5) Business Days.  Notwithstanding
anything herein to the contrary, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if any Revolving


 




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Lender is at that
time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral,
satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing
Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect
to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or all Swing Line Loans as to which the
Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.  The Swing Line
Lender shall promptly notify the Borrower if it has suspended the availability of Swing Line Loans.


 


(d)           Term
Loans.  


 


(i)           Each
Closing Date Term Loan Lender severally agrees to make term loans (each a “Closing Date Term Loan”) to the Borrower
in Dollars on the Closing Date; provided, that after giving effect to any such Closing Date Term Loan, (i) with regard to
the Closing Date Term Loan Lenders collectively, the aggregate outstanding principal amount of Closing Date Term Loans shall not
exceed TWO HUNDRED MILLION DOLLARS ($200,000,000), and (ii) with regard to each Closing Date Term Loan Lender individually,
such Closing Date Term Loan Lender’s Closing Date Term Loan Commitment Percentage of outstanding Closing Date Term Loans
shall not exceed its respective Closing Date Term Loan Commitment.  


 


(ii)          Each
Acquisition Term Loan Lender severally agrees to make term loans (each an “Acquisition Term Loan”) to the Borrower
in Dollars on the First Amendment Effective Date; provided, that after giving effect to any such Acquisition Term Loan,
(i) with regard to the Acquisition Term Loan Lenders collectively, the aggregate outstanding principal amount of Acquisition Term
Loans shall not exceed TWO HUNDRED MILLION DOLLARS ($200,000,000), and (ii) with regard to each Acquisition Term
Loan Lender individually, such Acquisition Term Loan Lender’s Acquisition Term Loan Commitment Percentage of outstanding
Acquisition Term Loans shall not exceed its respective Acquisition Term Loan Commitment.


 


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


 


(e)          Increases
of the Aggregate Revolving Commitments; Addition of Incremental Term Loan Facilities.  The Borrower shall have the
right, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate
Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or to add one or more tranches
of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental
Revolving Increase are collectively referred to as “Incremental Facilities”), provided that


 




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(i)           the
aggregate principal amount of all Incremental Facilities incurred after the First Amendment Effective Date shall not exceed $250,000,000;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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2.02        Borrowings,
Conversions and Continuations.


 


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


 


(b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender, as applicable, of the amount of its Revolving
Commitment Percentage, Closing Date Term Loan Commitment Percentage or Acquisition Term Loan Commitment Percentage of the applicable
Loans, as the case may be, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  In
the case of a Borrowing, each Lender, as applicable, shall make the amount of its Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified
in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02
(and, if such Borrowing is the initial Extension of Credit, Section 4.01), the Administrative Agent shall make all
funds so received available to the party referenced in the applicable Loan Notice in like funds as received by the Administrative
Agent either by (i) crediting the account of the applicable party on the books of the Administrative Agent with the amount
of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable
to) the Administrative Agent by the Borrower; provided, however,


 




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that if, on the
date the Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding,
then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the
payment in full of any such Swing Line Loans, and third, to the party identified in the applicable Loan Notice as provided above.


 


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


 


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


 


(e)          After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than ten (10) Interest Periods in effect with respect to Loans.


 


2.03        Additional
Provisions with respect to Letters of Credit.


 


(a)           Obligation
to Issue or Amend.


 


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


 


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


 


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


 


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


 


(A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over


 




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the L/C Issuer
shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement
(for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C
Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good faith
deems material to it;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(b)           Procedures
for Issuance and Amendment.


 


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


 


(ii)         Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof.  Upon receipt by the L/C Issuer of confirmation
from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then,
subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a


 




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Letter of Credit
for the account of the applicable Person or enter into the applicable amendment, as the case may be, in each case in accordance
with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of
Credit, each Revolving 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 Revolving Lender’s Revolving Commitment
Percentage of such Letter of Credit.


 


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


 


(c)           Drawings
and Reimbursements; Funding of Participations.


 


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


 


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


 




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


 


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


 


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


 


(vi)         If
any Revolving 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 Revolving 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 Revolving Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from
time to time in effect.  A certificate of the L/C Issuer submitted to any Revolving 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 Revolving Lender such Revolving


 




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


 


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


 


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


 


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


 


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


 


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


 


(iv)          any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of


 




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Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or
other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law;


 


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


 


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


 


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


 


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


 


(f)           Role
of L/C Issuer.  Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit,
the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.  None of the L/C Issuer, any Agent-Related Person
nor any of the correspondents, participants or assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any
action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.  The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None
of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer,
shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against
the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s
willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay


 




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under any Letter
of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms
and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice
or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.  The L/C Issuer may send a Letter of Credit
or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message
or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 


(g)          [Reserved].


 


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


 


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


 


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


 


2.04        Additional
Provisions with respect to Swing Line Loans.


 


(a)          Borrowing
Procedures.  Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by (i) telephone or (ii) a Loan Notice.  Each such notice must
be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date,
and shall specify (A) the amount to be borrowed, which shall be a minimum of $100,000, and (B) the requested borrowing date, which
shall be a Business Day.  Each telephonic notice pursuant to this Section 2.04(a) must be confirmed promptly by delivery
to the Swing Line Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a


 




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Responsible Officer
of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Loan Notice, the Swing Line Lender
will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless
the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request
of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth in this Article II, or (2) that one or more
of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Loan Notice, make the
amount of its Swing Line Loan available to the Borrower by crediting the account of the Borrower on the books of the Swing Line
Lender in immediately available funds.


 


(b)          Refinancing.


 


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


 


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


 




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


 


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


 


(c)          Repayment
of Participations.


 


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


 


(ii)           If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Revolving
Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make
such demand upon the request of the Swing Line Lender.


 




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


 


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


 


2.05        Repayment
of Loans.


 


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


 


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


 


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


 


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


 


2.06        Prepayments.


 


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


 




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


 


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


 


(i)            Voluntary
Prepayments.  Voluntary prepayments shall be applied as specified by the Borrower.  Voluntary prepayments
on the Revolving Obligations and on the Term Loans will be paid by the Administrative Agent to the Revolving Lenders and the Term
Loan Lenders, as the case may be, ratably in accordance with their respective interests therein.


 


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


 


2.07        Termination
or Reduction of Commitments.


 


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


 


2.08        Interest.


 


(a)          Subject
to the provisions of subsection (b) below, (i) each Eurodollar Loan (other than Swing Line Loans) shall bear interest on the
outstanding principal


 




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amount thereof
for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii)
each Loan that is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily Floating Eurodollar
Rate plus the Applicable Rate for Revolving Loans which are Eurodollar Loans.


 


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


 


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


 


2.09        Fees.


 


(a)          [Reserved.]


 


(b)          Facility
Fee.  From and after the Closing Date, the Borrower agrees to pay to the Administrative Agent for the ratable benefit
of the Revolving Lenders, a facility fee at a per annum rate equal to the Applicable Rate times the actual daily amount
of the Aggregate Revolving Committed Amount (as such amount may be reduced pursuant to Section 2.07 above), regardless of
usage, or, if the Aggregate Revolving Commitments have terminated, on the outstanding amount of all Revolving Loans, Swing Line
Loans and L/C Obligations, (the “Facility Fee” and collectively, for all the Revolving Lenders, the “Facility
Fees”).  To the extent applicable, the Facility Fee shall accrue at all times during the Revolving Commitment
Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions
to Extensions of Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears on the last day of
each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the
Revolving Loan Maturity Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii),
(i) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a
Defaulting Lender and (ii) any Facility Fee accrued with respect to the Revolving


 




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Commitment of a
Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time
shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender.  The Administrative
Agent shall distribute the Facility Fee to the Revolving Lenders pro rata in accordance with the respective Revolving Commitments
of the Revolving Lenders.


 


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


 


(d)          Letter
of Credit Fees.


 


(i)            Letter
of Credit Fee.  In consideration of the L/C Commitment hereunder, the Borrower agrees to pay to the Administrative
Agent for the ratable benefit of the Revolving Lenders an annual fee (the “Letter of Credit Fee”) with respect
to each Letter of Credit issued hereunder equal to (A) the Applicable Rate per annum multiplied by (B) the average daily maximum
amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letters
of Credit) from the date of issuance to the date of expiration.  The Letter of Credit Fee shall be computed on a quarterly
basis in arrears and shall be payable quarterly in arrears on the first Business Day after the end of each March, June, September and
December, commencing on the first such date to occur after the Closing Date, and on the Letter of Credit Expiration Date (and,
if applicable, thereafter on demand); provided, however, any Letter of Credit Fees otherwise payable for the account
of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral
satisfactory to the L/C Issuer pursuant to Section 2.03 shall be payable, to the maximum extent permitted by applicable
Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentage
allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the
L/C Issuer for its own account.


 


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


 


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


 




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(f)           Other
Fees.


 


(i)            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 Engagement Letter.  Such fees shall be fully earned when paid and shall not be refundable for
any reason whatsoever.


 


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


 


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 2.11(a), bear interest for one day.


 


2.11        Payments
Generally.


 


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


 


(b)          Subject
to the definition of “Interest Period,” if any payment to be made by the 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 in computing
interest or fees, as the case may be.


 


(c)          Unless
the Borrower or any Lender has notified the Administrative Agent, prior to the date (or in the case of any Base Rate Loan, prior
to 12:00 (Noon) on the date of such Borrowing) any payment is required to be made by it to the Administrative Agent hereunder,
that the Borrower or such Lender, as the case may be,


 




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will not make such
payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment
and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.  If
and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:


 


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


 


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


 


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


 


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


 


(e)          The
obligations of the Term Loan Lenders hereunder to make Term Loans and of the Revolving Lenders hereunder to make Revolving Loans
and to fund participations in Letters of Credit and Swing Line Loans are several and not joint.  The


 




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failure of any
Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of
its corresponding obligation to do so on such date, nor relieve Borrower from any obligations hereunder to the Lenders which fulfill
such obligations and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.


 


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


 


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


 


2.12        Sharing
of Payments.


 


If any Lender shall obtain
on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it (excluding any amounts
applied by the Swing Line Lender to outstanding Swing Line Loans and excluding any amounts received by the L/C Issuer and/or Swing
Line Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder), any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise, but excluding any payments made to a Lender in error by
the Administrative Agent (which such payments shall be returned by the Lender to the Administrative Agent immediately upon such
Lender’s obtaining knowledge that such payment was made in error)) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other
Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or
Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment
in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however,
that (i) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion),
such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (A) the amount
of such paying Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest
thereon and (ii) the provisions of this Section shall


 




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not be construed to apply
to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement
(including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral
provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant,
other than an assignment to any Credit Party or any Subsidiary thereof (as to which the provisions of this Section shall apply).  The
Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such
participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.  The
Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.  Each
Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all
notices, requests, demands, directions and other communications under this Credit Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.


 


2.13        Evidence
of Debt.


 


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


 


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


 




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2.14        Cash
Collateral.


 


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


 


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


 


(c)          Application.  Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections
2.03, 2.04, 2.06, 2.15 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held
and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including,
as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which
the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 


(d)          Release.  Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly
following (i)


 




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


 


2.15        Defaulting
Lenders.


 


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


 


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


 


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


 




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


 


(iii)          Certain
Fees.


 


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


 


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


 


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


 




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the extent allocable
to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to
pay the remaining amount of any such fee.


 


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


 


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


 


(b)          Defaulting
Lender Cure.  If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing
that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other
Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and
unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with
their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be
a Defaulting Lender provided that no adjustments will be made retroactively with respect to fees accrued or payments made
by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to
the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 




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2.16        Extension
of Revolving Loan Maturity Date.


 


(a)          Requests
for Extension.  The Borrower may, at its option, on a one-time basis, by notice to the Administrative Agent (who
shall promptly notify the Revolving Lenders) not earlier than one hundred twenty (120) days and not later than thirty (30) days
prior to the initial Revolving Loan Maturity Date (the date of such notice, the “Extension Request Date”), elect
to extend the Revolving Loan Maturity Date for an additional year from the Revolving Loan Maturity Date then in effect hereunder.


 


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


 


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


 


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


 


(iii)          the
Administrative Agent shall have received, for the benefit of the Revolving Lenders (to be allocated on a pro rata basis after giving
effect to such extension) from the Borrower an extension fee in aggregate amount equal to 0.15% of the Aggregate Revolving Commitments
on the date of such extension.


 


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


 


2.17        Extension
of Acquisition Term Loan Maturity Date.


 


(a)          Requests
for Extension.  The Borrower may, at its option, by notice to the Administrative Agent (who shall promptly notify
the Acquisition Term Loan Lenders) not earlier than one hundred twenty (120) days and not later than thirty (30) days prior to
the then applicable Acquisition Term Loan Maturity Date (the date of such notice, the “Acquisition Term Loan Extension
Request Date”), elect to extend the Acquisition Term Loan Maturity Date twice, the first extension until June 27, 2018
and the second extension until June 27, 2019.  


 


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


 




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


 


(ii)           the
representations and warranties of the Credit Parties contained in this Credit Agreement and the other Credit Documents are true
and correct in all material respects on and as of the Acquisition Term Loan Extension Request Date and the date of such extension,
other than those representations and warranties which specifically refer to an earlier date, in which case they are true and correct
in all material respects as of such earlier date; provided, for purposes of this Section 2.17, the representations
and warranties contained in Subsection (a) of Section 5.01 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01;


 


(iii)          the
Administrative Agent shall have received, for the benefit of the Acquisition Term Loan Lenders (to be allocated on a pro rata basis
after giving effect to such extension) from the Borrower (A) in the case of the first extension of the Acquisition Term Loan Maturity
Date, an extension fee in aggregate amount equal to 0.10% of the outstanding principal amount of the Acquisition Term Loan on the
date of such extension and (B) in the case of the second extension of the Acquisition Term Loan Maturity Date, an extension fee
in aggregate amount equal to 0.20% of the outstanding principal amount of the Acquisition Term Loan on the date of such extension.


 


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


 


Article
III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes.


 


(a)           (i)            Any
and all payments by any Credit Party to or for the account of the Administrative Agent or any Lender under any Credit Document
shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative
Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise and excise taxes imposed on it (in
lieu of net income taxes), as a result of a present or former connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, delivered
or performed its obligations or received a payment under, or enforced, this Credit Agreement or any other Credit Document) (all
such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as “Taxes”).  


 




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


 


(iii)          If
any Credit Party or the Administrative Agent shall be required by any Laws other than the Internal Revenue Code to deduct any Taxes
from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (A) the sum payable
by the applicable Credit Party shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount
equal to the sum it would have received had no such deductions been made, (B) such Credit Party or the Administrative Agent shall
make such deductions, (C) such Credit Party or the Administrative Agent shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (D) within thirty (30) days after the date of such payment,
such Credit Party shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof.


 


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


 


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


 




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


 


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


 


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


 


3.02        Illegality.


 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Eurodollar Rate,
then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make
or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon
receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or,
if applicable, convert all Eurodollar Loans


 




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of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar
Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans.  Upon
any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.  Each
Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in
the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.


 


3.03        Inability
to Determine Rates.


 


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


 


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


 


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


 


(b)          If
any Lender determines that any Change in Law regarding capital adequacy or liquidity requirements, or compliance by such Lender
(or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies (and
the policies of such Lender’s holding company) with respect to capital adequacy and such Lender’s desired return on
capital), then from time to time upon demand of such Lender (with a copy of such


 




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demand to the Administrative
Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.


 


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


 


3.05        Funding
Losses.


 


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


 


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


 


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


 


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


 


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


 


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


 


3.06        Matters
Applicable to all Requests for Compensation.


 


(a)          A
certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional
amount or amounts to


 




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be paid to it hereunder
shall be conclusive in the absence of manifest error.  In determining such amount, the Administrative Agent or such Lender
may use any reasonable averaging and attribution methods.


 


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


 


3.07        Survival.


 


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


 


Article
IV

CONDITIONS PRECEDENT TO EXTENSION OF CREDITS


 


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


 


4.01        Conditions
to Initial Extensions of Credit.


 


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


 


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


 


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


 


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


 


(iii)          copies
of the Organization Documents of each Credit Party (not included in (iv) below) certified to be true and complete as of a recent
date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable,
and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date;


 


(iv)          with
respect to the Credit Parties that were credit parties or subsidiary guarantors under the Existing Credit Facility, a certificate
by a secretary or assistant secretary of such Credit Parties that the Organization


 




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Documents delivered
to the Administrative Agent in connection with the Existing Credit Facility are still in full force and effect and have not been
amended, restated, replaced or otherwise modified since the closing of the Existing Credit Facility;


 


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


 


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


 


(b)          Opinions
of Counsel.  The Administrative Agent shall have received, in each case dated as of the Closing Date and in form
and substance reasonably satisfactory to the Administrative Agent a legal opinion of (i) Kaye Scholer LLP, special New York and
Delaware counsel for the Credit Parties and (ii) special local counsel for the Credit Parties for the states of Maryland and Ohio,
in each case addressed to the Administrative Agent, its counsel and the Lenders.


 


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


 


(d)          Financial
Statements.  Receipt by the Administrative Agent and the Lenders of (i) pro forma projections of financial statements
(balance sheet, income and cash flows) for each of the fiscal years of the Consolidated Parties through December 31, 2018 and (ii)
such other information relating to the Consolidated Parties as the Administrative Agent may reasonably require in connection with
the structuring and syndication of credit facilities of the type described herein.


 




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(e)          Opening
Compliance Certificate.  Receipt by the Administrative Agent of a Compliance Certificate as of the Closing Date signed
by a Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts
set forth in the unaudited financial statements for the fiscal quarter ending March 31, 2014 and taking into account any Extension
of Credit made or requested hereunder as of such date and (ii) pro forma calculations of all financial covenants contained herein
for each of the following four (4) fiscal quarters (based on the projections set forth in the materials delivered pursuant
to clause (d) of this Section 4.01).


 


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


 


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


 


(h)          Material
Adverse Change.  No material adverse change shall have occurred since December 31, 2013 in the condition (financial
or otherwise), business, assets, operations, management or prospects of the Borrower and its Consolidated Subsidiaries, taken as
a whole.


 


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


 


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


 


(k)          Fees
and Expenses.  Payment by the Credit Parties to the Administrative Agent of all fees and expenses relating to the
preparation, execution and delivery of this Credit Agreement and the other Credit Documents which are due and payable on the Closing
Date, including, without limitation, payment to the Administrative Agent of the fees set forth in the Engagement Letter.


 


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


 




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signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


4.02        Conditions
to Extensions of Credit.


 


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


 


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


 


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


 


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


 


(d)          (i)
Immediately following the making of such Extension of Credit the sum of the outstanding principal balance of the Revolving Obligations
shall not exceed the Aggregate Revolving Committed Amount and (ii) with respect to Term Loans, the amount of such requested Extension
of Credit shall not exceed the aggregate available Term Loan Commitments.


 


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


 


Article
V

REPRESENTATIONS AND WARRANTIES


 


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


 


5.01        Financial
Statements; No Material Adverse Effect.


 


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


 




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(b)          [Reserved].


 


(c)          During
the period from December 31, 2013, to and including the Closing Date, there has been no sale, transfer or other disposition by
any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase
or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation
to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in
the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or
prior to the Closing Date.


 


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


 


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


 


5.02        Corporate
Existence and Power.


 


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


 


5.03        Corporate
and Governmental Authorization; No Contravention.


 


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


 


5.04        Binding
Effect.


 


This Credit Agreement has
been, and each other Credit Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party
that is a party thereto.  This Credit Agreement constitutes, and each other Credit Document when so delivered


 




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will constitute, a legal,
valid and binding obligation of such Credit Party, enforceable against each Credit Party that is a party thereto in accordance
with its terms except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


 


5.05        Litigation.


 


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


 


5.06        Compliance
with ERISA.


 


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


 


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


 


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


 




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Borrower nor any
ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.


 


5.07        Environmental
Matters.


 


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


 


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


 


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


 


(c)          To
the knowledge of the Responsible Officers of the Borrower, no Credit Party nor any Subsidiary has received any written or verbal
notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities
or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened.


 


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


 


(e)          To
the knowledge of the Responsible Officers of the Borrower, no judicial proceeding or governmental or administrative action is pending
or threatened, under any Environmental Law to which any Credit Party or any Subsidiary is or will be named as a party, nor are
there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to any Credit Party, any Subsidiary, the Facilities or the Businesses.


 


(f)           To
the knowledge of the Responsible Officers of the Borrower, there has been no release or threat of release of Hazardous Materials
at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Credit
Party or any Subsidiary in connection with the Facilities or otherwise in


 




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connection with
the Businesses, in violation of or in amounts or in a manner that is likely to give rise to liability under any applicable Environmental
Laws.


 


5.08        Margin
Regulations; Investment Company Act.


 


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


 


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


 


5.09        Compliance
with Laws.


 


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


 


5.10        Ownership
of Property; Liens.


 


Each of the Borrower and
each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all applicable
Real Property Assets, except for Permitted Liens and such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.  Set forth on the most recently delivered Unencumbered Property Certificate
required pursuant to Section 6.02, is a list of all Unencumbered Properties (Unencumbered Asset Value).  The
Unencumbered Properties listed on the Unencumbered Property Certificate are the same as the properties listed on the corresponding
certificate most recently delivered by Omega LP pursuant to Section 6.02 of the LP Credit Agreement.  The Property of
the Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.


 


5.11        Corporate
Structure; Capital Stock, Etc.


 


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


 




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Stock owned by any Credit
Party are validly issued, fully paid and non-assessable and free of any Liens, warrants, options and rights of others of any kind
whatsoever.


 


5.12        Labor
Matters.


 


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


 


5.13        No
Default.


 


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


 


5.14        Solvency.


 


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


 


5.15        Taxes.


 


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


 


5.16        REIT
Status.


 


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


 


5.17        Insurance.


 


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


 




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5.18        Intellectual
Property; Licenses, Etc.


 


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


 


5.19        Disclosure.


 


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


 


5.20        Anti-Terrorism
Laws.


 


No Consolidated Party,
any Affiliate thereof, or any of their respective officers, employees, directors or agents is an “enemy” or an “ally
of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50
U.S.C. App. §§ 1 et seq.) (the “Trading with the Enemy Act”), as amended.  No Consolidated
Party, any Affiliate thereof, or any of their respective officers, employees, directors or agents is in violation of (a) the
Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (c) the Patriot
Act or (d) the Laws of any applicable jurisdiction related to bribery or anti-corruption.  Set forth on Schedule 5.20
is the exact legal name of each Consolidated Party, the state of incorporation or organization, the chief executive office, the
principal place of business, the jurisdictions in which the Consolidated


 




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Parties are qualified to
do business, the federal tax identification number and organization identification number of each of the Consolidated Parties as
of the Closing Date.  The Borrower has implemented and maintains in effect policies and procedures designed to ensure
compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with anti-corruption
Laws and applicable Sanctions.


 


5.21 OFAC.


 


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


 


Article
VI

AFFIRMATIVE COVENANTS


 


The Borrower hereby covenants
and agrees (on its own behalf and on behalf of the other Credit Parties, as applicable) that until the Obligations, together with
interest, fees and other obligations hereunder, have been paid in full and the Revolving Commitments hereunder shall have terminated:


 


6.01        Financial
Statements.


 


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


 


(a)          as
soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower (or if earlier, the
date that is five (5) days after the reporting date for such information required by the SEC), a consolidated balance sheet of
the Consolidated Parties as at the end of such fiscal year, and the related consolidated statements of earnings, shareholders’
equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of a Registered
Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject
to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit; provided, that the Administrative Agent hereby agrees that a Form 10-K of the Borrower in form similar


 




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to that delivered
as part of the Audited Financial Statements shall satisfy the requirements of this Section 6.01(a); and


 


(b)          as
soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of
each fiscal year of the Borrower (or if earlier, the date that is five (5) days after the reporting date for such information required
by the SEC), a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal quarter, and the related consolidated
statements of earnings, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s
fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash
flows of the Consolidated Parties in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes; provided, that the Administrative Agent hereby agrees that a Form 10-Q of the Borrower in form similar to that
delivered to the SEC shall satisfy the requirements of this Section 6.01(b).


 


6.02        Certificates;
Other Information.


 


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


 


(a)          concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (i) a duly completed
Compliance Certificate signed by a Responsible Officer of the Borrower; which shall include, without limitation, calculation of
the financial covenants set forth in Section 6.12 and an update of Schedule 5.11, if applicable and (ii) a duly
completed Unencumbered Property Certificate;


 


(b)          within
thirty (30) days after the end of each fiscal year of the Borrower, beginning with the fiscal year ending December 31, 2014,
an annual operating forecast of the Borrower containing, among other things, pro forma financial statements for the then current
fiscal year and updated versions of the pro forma financial projections delivered in connection with Section 4.01(d)
hereof;


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(b), (c), or (d) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides
a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted by the Administrative Agent (on the Borrower’s behalf) on IntraLinks/IntraAgency
or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided, that: (A) the Borrower shall deliver paper copies of
such documents to the Administrative Agent or any Lender (through the Administrative Agent) that requests the Borrower to deliver
such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender
(through the Administrative Agent) and (B) the Borrower shall notify (which may be by


 




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facsimile or electronic mail) the Administrative
Agent and each Lender (through the Administrative Agent) of the posting of any such documents (each Lender to which delivery of
such documents shall be made by posting to any such website shall have been given access to such website on or prior to the date
of such posting) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Borrower or the other Credit Parties with any such request
for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


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


 


6.03        Preservation
of Existence and Franchises.


 


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


 


6.04        Books
and Records.


 


Each Credit Party shall,
as shall cause each of its Subsidiaries to, keep complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP.


 


6.05        Compliance
with Law.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries, to comply with all Laws, rules, regulations and orders, and all applicable restrictions
imposed by all Governmental


 




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Authorities, applicable
to it and all of its real and personal property, except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.


 


6.06        Payment
of Taxes and Other Indebtedness.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, pay and discharge (or cause to be paid or discharged) (a) all taxes (including, without
limitation, any corporate or franchise taxes), assessments and governmental charges or levies imposed upon it, or upon its income
or profits, or upon any of its properties, before they shall become delinquent, unless the same are being contested in good faith
by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower
or such Subsidiary, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise
to a Lien (other than a Permitted Lien) upon any of its properties, and (c) except as prohibited hereunder, all of its other
Indebtedness as it shall become due.


 


6.07        Insurance.


 


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


 


6.08        Maintenance
of Property.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, maintain, preserve and protect (or caused to be maintained, preserved and protected)
all of its Unencumbered Properties and all other material property and equipment necessary in the operation of its business in
good working order and condition, in each case, in a manner consistent with how such Person maintained its Unencumbered Properties
and other material property on the Closing Date, ordinary wear and tear excepted.


 


6.09        Performance
of Obligations.


 


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


 




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6.10        Visits
and Inspections.


 


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


 


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


 


The Borrower shall
use the proceeds of all Loans and use Letters of Credit only for the purpose of (a) on the Closing Date to refinance existing Indebtedness
of the Credit Parties under the Existing Credit Facility and (b) on and after the Closing Date to finance general corporate working
capital (including asset acquisitions, and acquiring or improving, directly or indirectly, income producing Healthcare Facilities
and Investments incidental or related thereto), capital expenditures or other corporate purposes of the Borrower and the other
Credit Parties (to the extent not inconsistent with the Credit Parties’ covenants and obligations under this Credit Agreement
and the other Credit Documents).


 


6.12        Financial
Covenants.


 


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


 


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


 


(c)          Consolidated
Unsecured Leverage Ratio. The Borrower shall cause the Consolidated Unsecured Leverage Ratio, as of the end of any fiscal quarter,
to be equal to or less than 60%; provided however, notwithstanding the foregoing, following any Significant Acquisition
by the Borrower or any Subsidiary or Subsidiaries of the Borrower, and following the delivery of an Acquisition Leverage Ratio
Notice, the Borrower shall have the ability to increase the applicable Consolidated Unsecured


 




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


 


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


 


(e)          Consolidated
Tangible Net Worth. The Borrower shall cause the Consolidated Tangible Net Worth as of the end of any fiscal quarter to be
equal to or greater than the sum of (i) $1,644,768,000 plus (ii) an amount equal to 75% of the net cash proceeds
received by the Consolidated Parties from Equity Transactions subsequent to March 31, 2014.


 


(f)           Consolidated
Unsecured Debt Yield. The Borrower shall cause the Consolidated Unsecured Debt Yield, as of the end of any fiscal quarter,
to be equal to or greater than 12.0%.


 


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


 


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


 


6.13        Environmental
Matters; Preparation of Environmental Reports.


 


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


 


6.14        REIT
Status.


 


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


 




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


 


(a)          Upon
the acquisition, incorporation or other creation of any direct or indirect Subsidiary of the Borrower which owns an Unencumbered
Property and/or provides a guaranty of the Senior Notes or other unsecured Funded Debt and to the extent such Subsidiaries have
not been designated as Unrestricted Subsidiaries, the Borrower shall (i) cause such Subsidiary to become a Subsidiary Guarantor
hereunder through the execution and delivery to the Administrative Agent of a Subsidiary Guarantor Joinder Agreement on or before
the deadline for the delivery of the Compliance Certificate required pursuant to Section 6.02(a) following the fiscal
quarter in which the foregoing conditions for becoming a Subsidiary Guarantor are met, and (ii) cause such Subsidiary to deliver
such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without
limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of
counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of
the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.


 


(b)          The
Borrower may add and withdraw Real Property Assets from the pool of Unencumbered Properties without the consent of the Administrative
Agent; provided, that (i) in the case of addition of a Real Property Asset owned or leased by a Consolidated Party that
is not a Credit Party, the owner of the Real Property Asset shall have complied with the requirements of clause (a)(i) of this
Section 6.15 and (ii) in the case of withdrawal of a Real Property Asset, the Borrower shall have (x) given notice thereof
to the Administrative Agent, together with a written request to release the owner of the subject Real Property Asset from the Guaranty,
where appropriate, in accordance with the provisions hereof and (y) delivered to the Administrative Agent a Compliance Certificate
demonstrating compliance with the financial covenants in Section 6.12 on a pro forma basis as if such Real Property Asset had been
released as of the first day of the relevant period. In the case of withdrawal of a subject Property from the pool of Unencumbered
Properties entitling the owner of the subject Real Property Asset to a release from the Guaranty hereunder, the Administrative
Agent shall acknowledge (in writing delivered to the Borrower upon written request of the Borrower) withdrawal of the subject Real
Property Asset and release of Guaranty of the owner in respect thereof (excepting a situation where an Event of Default shall then
exist and be continuing, or where withdrawal of the subject Real Property Asset would cause the pool of Unencumbered Properties
to be insufficient to support the outstanding Obligations, which in either such case, the owner of the subject Real Property Asset
shall not be released from its Guaranty hereunder until such time as the foregoing conditions no longer exist). Notwithstanding
anything to the contrary in this Agreement, if the removal of any Unencumbered Properties would have the effect of curing all existing
Events of Default, Borrower shall be permitted to withdraw such Real Property Assets, and any Event of Default with respect thereto
shall be deemed cured as of the date of such withdrawal. In no event shall a Real Property Asset be added to, or released from,
the pool of Unencumbered Properties unless such Real Property Asset is substantially concurrently therewith added to, or released
from, as the case may be, the pool of Unencumbered Properties included under the LP Credit Agreement.


 




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(c)          Notwithstanding
the requirements set forth in clauses (a) or (b) of this Section 6.15, in the event that (i) the Borrower or Omega
LP has received two (2) Investment Grade Ratings and (ii) any Person acting as a Guarantor (other than Omega Holdco and Omega LP)
is no longer obligated to provide a guarantee of any indebtedness of the Borrower for borrowed money evidenced by bonds, debentures,
notes or other similar instruments in an amount of at least $50,000,000 (excluding any amounts outstanding pursuant to this Credit
Agreement or the LP Credit Agreement) or would be automatically released from its guarantee obligations of any such indebtedness
upon its release from the Guaranty, then such Person shall be automatically released as a party to the Credit Documents (the “Release”).
In such an event, the Borrower will notify the Administrative Agent that, pursuant to this Section 6.15(c), such Person
shall be released and, in accordance with Section 9.11, the Administrative Agent shall (to the extent applicable) deliver
to the Credit Parties such documentation as is reasonably necessary to evidence the Release.


 


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


 


6.16        Anti-Terrorism
Laws.


 


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


 


6.17        Compliance
With Material Contracts.


 


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


 




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6.18        Designation
as Senior Debt.


 


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


 


6.19        Investor
Guaranties.


 


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


 


Article
VII


NEGATIVE
COVENANTS


 


The Borrower hereby
covenants and agrees (on its own behalf and on behalf of the other Credit Parties, as applicable) that until the Obligations, together
with interest, fees and other obligations hereunder, have been paid in full and the Revolving Commitments hereunder shall have
terminated:


 


7.01        Liens.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, at any time, create, incur, assume or suffer to exist any Lien upon any of its assets
or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)          Liens
pursuant to any Credit Document;


 


(b)          Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (including pledges or deposits
in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security
legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


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


 


(d)          deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness not otherwise permitted pursuant to Section 7.02),
statutory


 




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obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


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


 


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


 


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


 


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


 


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


 


(j)           Liens
pursuant to the Braswell Indebtedness; and


 


(k)          other
Liens incurred in connection with Consolidated Funded Debt as long as, after giving effect thereto, the Credit Parties are in compliance
with the financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last
day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or
if such Lien exists as of the Closing Date, as of September 30, 2012); provided, that the Credit Parties may not grant a
mortgage, deed of trust, lien, pledge, encumbrance or other security interest, in each case, to secure Funded Debt with respect
to any Unencumbered Property or the Capital Stock in any Subsidiary except in favor of the Lenders.


 


7.02        Indebtedness.


 


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


 


(a)          Indebtedness
under the Credit Documents;


 


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


 




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


 


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


 


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


 


(f)           other
Funded Debt (including any portion of any renewal, financing, or extension of Indebtedness set forth in Schedule 7.02
to the extent such portion does not meet the criteria set for the in the proviso of clause (e) above) as long as, after giving
effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a pro forma basis
as if such Indebtedness had been incurred as of the last day of the most recent fiscal quarter for which financial statements have
been delivered pursuant to Section 6.01 (or if such Indebtedness exists as of the Closing Date, as of March 31, 2014).


 


7.03        Investments.


 


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


 


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


 


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


 


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


 


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


 




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(e)          Guaranties
permitted by Section 7.02;


 


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


 


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


 


7.04        Fundamental
Changes.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person;
provided, that, notwithstanding the foregoing provisions of this Section 7.04, (a) the Borrower may merge or
consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any Consolidated
Party (including any Unrestricted Subsidiary) may merge or consolidate with any other Consolidated Party; provided, that
if a Credit Party is a party to such transaction, such Credit Party shall be the continuing or surviving Person, (c) any Subsidiary
Guarantor may be merged or consolidated with or into any other Subsidiary Guarantor and (d) any Subsidiary that is not a Credit
Party may dissolve, liquidate or wind up its affairs at any time; provided, that such dissolution, liquidation or winding
up, as applicable, could not reasonably be expected to have a Material Adverse Effect.


 


7.05        Dispositions.


 


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


 


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


 


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


 


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


 




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Unencumbered
Property it is removed from the calculation of Unencumbered Asset Value.


 


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


 


(e)          Dispositions
permitted by Section 7.04;


 


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


 


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


 


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


 


7.06        Change
in Nature of Business.


 


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


 


7.07        Transactions
with Affiliates and Insiders.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, enter into any transaction of any kind with any officer, director
or Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially
as favorable to such Credit Party or Subsidiary as would be obtainable by such Credit Party or Subsidiary at the time in a comparable
arm’s length transaction with a Person other than a director, officer or Affiliate; provided, that the foregoing restriction
shall not apply to transactions between or among the Credit Parties.


 


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


 


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


 


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


 




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


 


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


 


7.09        Negative
Pledges.


 


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


 


7.10        Use
of Proceeds.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, use the proceeds of any Extension of Credit, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose.


 


7.11        Prepayments
of Indebtedness.


 


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


 


7.12        Stock
Repurchases.


 


If a Default or Event
of Default exists and is continuing or would be caused thereby, the Borrower shall not make any payment (whether in cash, securities
or other Property), including any sinking fund or similar deposit, for the purchase, redemption, retirement, defeasance,


 




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acquisition, cancellation
or termination of any of its Capital Stock or any option, warrant or other right to acquire any such Capital Stock other than the
repurchase of warrants or stock in an aggregate amount not to exceed $100,000,000 during the term of this Agreement.


 


7.13        Sanctions.


 


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


 


Article
VIII


EVENTS
OF DEFAULT AND REMEDIES


 


8.01        Events
of Default.


 


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


 


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


 


(b)          Specific
Covenants. Any Credit Party fails to perform or observe any term, covenant or agreement contained in (i) any of Sections
6.01 6.02 or 6.10 within ten (10) days after the same becomes due or required or (ii) any of Sections 6.03,
6.06, 6.11, 6.12, 6.14, 6.15 or 6.18 or Article VII; or


 


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


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Credit Party and contained in this Credit Agreement, in any other Credit Document, or in any


 




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document delivered
in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or


 


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


 


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


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Credit Party or any Material Subsidiary becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
in an amount in excess of the Threshold Amount is issued or levied


 




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against all
or any material part of the properties of any such Person and is not released, vacated or fully bonded within sixty (60) days after
its issue or levy; or


 


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


 


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


 


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


 


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


 


8.02        Remedies
Upon Event of Default.


 


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


 


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


 




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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 Credit Document to be immediately due and payable, without presentment, demand, protest or additional
notice of any kind, all of which are hereby expressly waived by the Borrower;


 


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


 


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


 


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


 


8.03        Application
of Funds.


 


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


 


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


 


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


 


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


 


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


  




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


 


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


 


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


 


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


 


Article
IX


ADMINISTRATIVE
AGENT


 


9.01        Appointment
and Authorization of Administrative Agent.


 


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


 


(b)          The
L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX
with respect to any acts taken or omissions suffered by the L/C


 




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Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining
to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX
and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.


 


9.02        Delegation
of Duties.


 


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


 


9.03        Liability
of Administrative Agent.


 


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


 


9.04        Reliance
by Administrative Agent.


 


(a)          The
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic
mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party),
independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified
in failing or


 




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refusing to
take any action under any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Credit
Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly
required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders.


 


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


 


9.05        Notice
of Default.


 


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


 


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


 


Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter
taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter,
including whether Agent-Related Persons have disclosed material information in their possession (in each case, except to the extent
the Administrative Agent has confirmed to any Lender in writing the satisfaction of conditions to funding as of the Closing Date).
Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective
Subsidiaries, and all applicable bank or other regulatory


 




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Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower
and the other Credit Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make
such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the Borrower and the other Credit Parties. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates that may come
into the possession of any Agent-Related Person.


 


9.07        Indemnification
of Administrative Agent.


 


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


 


9.08        Administrative
Agent in its Individual Capacity.


 


Bank of America and
its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Credit
Parties and their respective Affiliates as though Bank of America were not the Administrative Agent or the L/C Issuer hereunder
and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or
its Affiliates may receive information regarding any Credit Party or its Affiliates (including information that may be


 




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subject to confidentiality
obligations in favor of such Credit Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation
to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this
Credit Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or
the L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America
in its individual capacity.


 


9.09        Successor
Administrative Agent.


 


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


 


9.10        Administrative
Agent May File Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise and


 




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irrespective of whether
the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding
or otherwise:


 


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


 


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


 


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


 


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


 


9.11        Guaranty
Matters.


 


The Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion, to release any Person (other than Omega LP and Omega Holdco)
from its obligations under the Guaranty if (a) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder,
(b) such Person is no longer required to be a Guarantor pursuant to Section 6.15(c) or (c) such Person has been designated
as an Unrestricted Subsidiary. Upon the release of any Person pursuant to this Section 9.11, the Administrative Agent shall
(to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’
expense, such documentation as is reasonably necessary to evidence the release of such Person from its obligations under the Credit
Documents.


 


9.12        Other
Agents; Arrangers and Managers.


 


None of the Lenders
or other Persons identified on the facing page or signature pages of this Credit Agreement as a “syndication agent,”
“documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,”
“lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or
duty under this Credit Agreement other than, in the


 




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case of such Lenders,
those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall
have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will
not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Credit Agreement or in taking or
not taking action hereunder.


 


Article
X


MISCELLANEOUS


 


10.01      Amendments,
Etc.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


provided, however, that notwithstanding
anything to the contrary contained herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that, without the prior written consent of such Lender, (A) no Commitment of such Lender may
be increased or extended, (B) the terms and conditions of this proviso may not be amended or otherwise modified and (C) no other
amendment or other modification to this Agreement or any Note that would disproportionately affect a “Defaulting Lender”
may be effective, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan
that affects the Loans, (iii) each Lender acknowledged that the provisions of Section 1126(c) of the Bankruptcy Code of the
United States supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders may consent to allow a Credit
Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and (v) a Commitment Increase Amendment to
give effect to any addition of Incremental Facilities shall be effective if executed by the Credit Parties, each Lender providing
such Incremental Facility Commitment and the Administrative Agent.


 


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


 




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appropriate by the Administrative Agent,
the Lenders providing such Incremental Facilities to participate in any required vote or action required to be approved by the
Required Lenders or by any other number, percentage or class of Lenders hereunder.


 


10.02      Notices
and Other Communications; Facsimile Copies.


 


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


 


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


 


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


 


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


 


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


 


(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER


 




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MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative
Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging
service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the
Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages).


 


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


 


(e)          Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic notices permitted under Section 2.02(a)) purportedly given by or on behalf of the Borrower even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.


 


(f)           Change
of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier or telephone 


 




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


 


10.03      No
Waiver; Cumulative Remedies.


 


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


 


Notwithstanding anything
to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under
the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) the L/C Issuer or the Swing Line Lender from
exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the
case may be) hereunder and under the other Credit Documents, (c) any Lender from exercising setoff rights in accordance with Section
10.09 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents,
then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02
and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders.


 


10.04      Attorney
Costs, Expenses and Taxes.


 


The Credit Parties
agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented
costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement
and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents,
and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby
and thereby, including all Attorney Costs and (b) to pay or


 




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reimburse the Administrative
Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including
all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during
any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs
and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto,
and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented
cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts
due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received
by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all other
Obligations.


 


10.05      Indemnification.


 


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


 




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payable within twenty
(20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section 10.05
shall survive the resignation of the Administrative Agent, the assignment by any Lender of any of its interests hereunder, the
replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


10.06      Payments
Set Aside.


 


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


 


10.07      Successors
and Assigns.


 


(a)          The
provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b)
of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii)
by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) or (i) of this Section
(and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.


 


(b)          Any
Lender may at any time, with notice to the Borrower and, unless (1) an Event of Default has occurred and is continuing at the time
of such assignment or (2) the assignment is to a Lender, an Affiliate of such Lender or an Approved Fund, the consent of the Borrower
(such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and in


 




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Swing Line
Loans) at the time owing to it); provided, that (i) except in the case of an assignment of the entire remaining amount of
the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed) provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group)
will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to
rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by the Administrative Agent and,
with respect to any assignment of a Revolving Commitment, the L/C Issuer and the Swing Line Lender (each such consent not to be
unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided,
however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in
the case of any assignment and (v) no such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) a natural person. In connection with any assignment
of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition
to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative
Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by
the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting
Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon)
and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing
Line Loans in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder shall become effective under


 




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applicable
Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit
Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Credit Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring
prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to
the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not
comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with subsection (d) of this Section.


 


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


 


(d)          Any
Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the L/C Issuer or the Swing
Line Lender, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations
in L/C Obligations and/or Swing Line Loans) owing to it); provided, that (i) such Lender’s obligations under this
Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall


 




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continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit
Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification that extends the time for, reduces the amount or alters the application
of proceeds with respect to such obligations and payments required therein that directly affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b)
of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender; provided, such Participant agrees to be subject to Section 2.12 as though it were
a Lender.


 


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


 


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


 


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


 


(h)          Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer
and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation
as L/C Issuer or Swing


 




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Line Lender,
the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder (with the
consent of the Lender so-appointed); provided, however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns
as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the
right to require the Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations
in outstanding Swing Line Loans pursuant to Section 2.04(b).


 


10.08      Confidentiality.


 


Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of Confidential Information, except that Confidential Information
may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Confidential Information and instructed to keep such Confidential Information confidential); (b) to the extent requested
by any regulatory authority or self regulatory body; (c) to the extent required by applicable Law or regulations or by any subpoena
or similar legal process; (d) to any other party to this Credit Agreement; (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information
and instructed to keep such Confidential Information confidential); (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Credit Agreement or (ii) any direct or indirect contractual counterparty
or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor)
to any credit derivative transaction relating to obligations of the Credit Parties; (g) with the consent of the Borrower; (h) to
the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section
or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower;
(i) to the National Association of Insurance Commissioners or any other similar organization (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to
keep such Confidential Information confidential); or (j) to any nationally recognized rating agency that requires access to a Lender’s
or an Affiliate’s investment portfolio in connection with ratings issued with respect to such Lender or Affiliate. In addition,
the Administrative Agent and the Lenders may disclose the existence of this Credit Agreement and information about this Credit
Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative
Agent and


 




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the Lenders in connection
with the administration and management of this Credit Agreement, the other Credit Documents, the Commitments, and the Extension
of Credits. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Confidential Information as such Person would accord to its own confidential information. “Confidential
Information” means all information received from any Credit Party relating to any Credit Party, any of the other Consolidated
Parties, or its or their business, other than any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by any Credit Party; provided, that, in the case of information received
from a Credit Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential.


 


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


 


10.09      Set-off.


 


In addition to any
rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each
Lender and each of its Affiliates are authorized at any time and from time to time, without prior notice to the Borrower or any
other Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of each Credit Party) to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other indebtedness at any time owing by, such Lender or Affiliate to or for the credit or the account
of the respective Credit Parties against any and all Obligations owing to such Lender hereunder or under any other Credit Document,
now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under
this Credit Agreement or any other Credit Document and although such Obligations may be contingent or unmatured or denominated
in a currency different from that of the applicable deposit or indebtedness; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer
and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower
and the Administrative Agent promptly after any such setoff and application; provided, that the failure to give such notice
shall not affect the validity of such setoff and application.


 




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10.10      Interest
Rate Limitation.


 


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


 


10.11      Counterparts.


 


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


 


10.12      Integration.


 


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


 


10.13      Survival
of Representations and Warranties.


 


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


 


10.14      Severability.


 


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


 




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


 


10.15      Tax
Forms.


 


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


 


(ii)         Each
Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid
or payable to such Lender under any of the Credit Documents (for example, in the case of a typical participation by such Lender),
shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to
any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative
Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required
to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which
such Lender


 




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acts for its
own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any
successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or
statement of exemption required under the Internal Revenue Code, to establish that such Lender is not acting for its own account
with respect to a portion of any such sums payable to such Lender.


 


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


 


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


 


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


 




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10.16      Replacement
of Lenders.


 


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


 


10.17      No
Advisory or Fiduciary Responsibility.


 


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


 




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hereof or of any other
Credit Document) and each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate. Each Credit Party hereby waives and releases, to the fullest extent permitted by law, any claims that it may
have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty.


 


10.18      Source
of Funds.


 


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


 


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


 


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


 


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


 


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


 


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


 


10.19      GOVERNING
LAW.


 


(a)          THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, the LAW OF THE
STATE OF NEW YORK applicable to agreements made and to be performed entirely within such
State, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES; PROVIDED, THAT THE ADMINISTRATIVE Agent
AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


(b)          ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE Agent AND


 




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EACH LENDER
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE CREDIT
PARTIES, THE ADMINISTRATIVE Agent AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY CREDIT DOCUMENT OR OTHER DOCUMENT RELATED
THERETO. EACH OF THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE Agent AND
EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
BY THE LAW OF SUCH STATE.


 


10.20      WAIVER
OF RIGHT TO TRIAL BY JURY.


 


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


 


10.21      No
Conflict.


 


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


 


10.22      USA
Patriot Act Notice.


 


Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the Borrower (and to the extent applicable, the other Credit
Parties), which information includes the name and address of the Borrower (and to the extent applicable, the other Credit Parties)
and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower (and to
the extent applicable, the other Credit Parties) in accordance with the Act. The Borrower shall, promptly following a request by
the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender
reasonably requests in order to comply


 




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with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.


 


10.23      Electronic
Execution of Assignments and Certain Other Documents.


 


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


 


10.24      Entire
Agreement.


 


This Credit Agreement
and the other Credit Documents represent the final agreement AMONG the parties and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements AMONG the parties.


 


Article
XI


GUARANTY


 


11.01      The
Guaranty.


 


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


 


(b)          Notwithstanding
any provision to the contrary contained herein, in any of the other Credit Documents or Swap Contracts, if any Guarantor is deemed
to have


 




    	126



    	 



    

 


been rendered
insolvent as a result of its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent
value in exchange therefor, then, in such an event, the liability of such Guarantor under this Section 11.01 shall be limited
to the maximum amount of the Obligations of the Borrower that such Guarantor may guaranty without rendering the obligations of
such Guarantor under this Section 11.01 void or voidable under any fraudulent conveyance or fraudulent transfer law.


 


11.02      Obligations
Unconditional.


 


The obligations of
the Guarantors under Section 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents, other documents relating to the Obligations, or Swap Contracts,
or any other agreement or instrument referred to therein, or any substitution, compromise, release, impairment or exchange of any
other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Laws,
irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of
a surety or guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall
be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article XI
until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto have expired or been
terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable
Laws, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which
shall remain absolute and unconditional as described above:


 


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


 


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


 


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


 




    	127



    	 



    

 


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


 


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


 


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


 


11.03      Reinstatement.


 


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


 


11.04      Certain
Waivers.


 


Each Guarantor acknowledges
and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting
remedies in respect of any other security or collateral interests, and without the necessity at any time of having to take recourse
against the Borrower hereunder or against any collateral securing the Guaranteed Obligations or otherwise, (b) it will not
assert any right to require the action first be taken against


 




    	128



    	 



    

 


the Borrower or any other
Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right and (c) nothing contained
herein shall prevent or limit action being taken against the Borrower hereunder, under the other Credit Documents or the other
documents and agreements relating to the Guaranteed Obligations or from foreclosing on any security or collateral interests relating
hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrower nor the
Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings
shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Guaranteed Obligations
shall have been paid in full and the Commitments relating thereto shall have expired or been terminated, it being the purpose and
intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances.


 


11.05      Rights
of Contribution.


 


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


 


11.06      Guaranty
of Payment; Continuing Guaranty.


 


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


 


11.07      Keepwell.


 


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


 




    	129



    	 



    

 


constitute, and
this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
Credit Party that would otherwise not constitute an Eligible Contract Participant for any Swap Obligation for all purposes of
the Commodity Exchange Act.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK -


SIGNATURE PAGES AND SCHEDULES AND EXHIBITS
TO FOLLOW]


 




    	130



    	 



    

 


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


 


	BORROWER:	OMEGA HEALTHCARE INVESTORS, INC.
	 	 
	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	GUARANTORS:	OHI ASSET (la), LLC
	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	a Member of such company
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	By:	Omega TRS I, Inc.,
	 	 	a Member of such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


CREDIT AGREEMENT


 


 




    	 



    	 



    

 


	 	OHI ASSET, LLC
	 	OHI ASSET (ID), LLC
	 	OHI ASSET (CA), LLC
	 	DELTA INVESTORS I, LLC
	 	DELTA INVESTORS II, LLC
	 	OHI Asset (CO), LLC
	 	COLONIAL GARDENS, LLC
	 	WILCARE, LLC
	 	nrs ventures, l.l.c.
	 	ohi asset (ct) lender, llc
	 	ohi asset (Fl), llc
	 	ohi asset (il), llc
	 	ohi asset (mo), llc
	 	ohi asset (oh), llc
	 	ohi asset (oh) lender, llc
	 	ohi asset (pa), llc
	 	ohi asset ii (ca), llc
	 	ohi asset ii (fl), llc
	 	ohi asset cse-e, llc
	 	ohi asset cse-u, llc
	 	OHI ASSET CSb LLC
	 	OHI ASSET (MI), LLC
	 	OHI ASSET (FL) LENDER, LLC
	 	OHI ASSET HUD WO, LLC
	 	OHI ASSET (MD), LLC
	 	OHI ASSET (TX), LLC
	 	OHI ASSET (IN) WABASH, LLC
	 	OHI ASSET (IN) WESTFIELD, LLC
	 	OHI ASSET (IN) GREENSBURG, LLC
	 	OHI ASSET (IN) INDIANAPOLIS, LLC
	 	OHI ASSET HUD SF, LLC
	 	OHI ASSET (IN) AMERICAN VILLAGE, LLC
	 	OHI ASSET (IN) ANDERSON, LLC
	 	OHI ASSET (IN) BEECH GROVE, LLC
	 	OHI ASSET (IN) CLARKSVILLE, LLC
	 	OHI ASSET (IN) EAGLE VALLEY, LLC
	 	OHI ASSET (IN) ELKHART, LLC
	 	OHI ASSET (IN) FOREST CREEK, LLC
	 	OHI ASSET (IN) FORT WAYNE, LLC
	 	OHI ASSET (IN) FRANKLIN, LLC
	 	OHI ASSET (IN) KOKOMO, LLC
	 	OHI ASSET (IN) LAFAYETTE, LLC
	 	OHI ASSET (IN) MONTICELLO, LLC
	 	OHI ASSET (IN) NOBLESVILLE, LLC
	 	OHI ASSET (IN) ROSEWALK, LLC
	 	OHI ASSET (IN) SPRING MILL, LLC


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET (IN) TERRE HAUTE, LLC
	 	OHI ASSET (IN) ZIONSVILLE, LLC
	 	OHI Asset HUD CFG, LLC
	 	OHI ASSET HUD SF CA, LLC
	 	OHI ASSET (TX) HONDO, LLC 
	 	OHI ASSET (MI) HEATHER HILLS, LLC
	 	OHI ASSET (IN) CROWN POINT, LLC
	 	OHI ASSET (IN) MADISON, LLC
	 	OHI ASSET (AR) ASH FLAT, LLC
	 	OHI ASSET (AR) CAMDEN, LLC
	 	OHI ASSET (AR) CONWAY, LLC
	 	OHI ASSET (AR) DES ARC, LLC
	 	OHI ASSET (AR) HOT SPRINGS, LLC
	 	OHI ASSET (AR) MALVERN, LLC
	 	OHI ASSET (AR) MENA, LLC
	 	OHI ASSET (AR) POCAHONTAS, LLC
	 	OHI ASSET (AR) SHERIDAN, LLC
	 	OHI ASSET (AR) WALNUT RIDGE, LLC
	 	OHI ASSET RO, LLC
	 	OHI ASSET (FL) LAKE PLACID, LLC
	 	OHI ASSET HUD DELTA, LLC
	 	OHI ASSET (IN) CLINTON, LLC
	 	OHI ASSET (IN) JASPER, LLC
	 	OHI ASSET (IN) SALEM, LLC
	 	OHI ASSET (IN) SEYMOUR, LLC
	 	OHI ASSET (WV) DANVILLE, LLC
	 	OHI ASSET (WV) IVYDALE, LLC
	 	OHI MEZZ LENDER, LLC
	 	OHI ASSET (TN) JEFFERSON CITY, LLC
	 	OHI ASSET (TN) ROGERSVILLE, LLC
	 	OHI ASSET CHG ALF, LLC
	 	BAYSIDE STREET, LLC
	 	BAYSIDE STREET II, LLC
	 	OHI (IOWA), LLC
	 	OHI (INDIANA), LLC
	 	OHI (ILLINOIS), LLC 
	 	OHIMA, LLC
	 	STERLING ACQUISITION, LLC
	 	OHI (CONNECTICUT), LLC
	 	FLORIDA LESSOR – MEADOWVIEW, LLC
	 	WASHINGTON LESSOR – SILVERDALE,
	 	GEORGIA LESSOR – BONTERRA/PARKVIEW, LLC
	 	ARIZONA LESSOR – INFINIA, LLC
	 	COLORADO LESSOR – CONIFER, LLC
	 	TEXAS LESSOR – STONEGATE GP, LLC
	 	TEXAS LESSOR – STONEGATE LIMITED, LLC


  


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	INDIANA LESSOR – WELLINGTON MANOR, LLC
	 	OHI ASSET (FL) LUTZ, LLC
	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	the Sole Member of each such company
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	3806 CLAYTON ROAD, LLC
	 	245 EAST WILSHIRE AVENUE, LLC
	 	13922 CERISE AVENUE, LLC
	 	637 EAST ROMIE LANE, LLC
	 	523 HAYES LANE, LLC
	 	GOLDEN HILL REAL ESTATE COMPANY, LLC
	 	11900 EAST ARTESIA BOULEVARD, LLC
	 	2400 PARKSIDE DRIVE, LLC
	 	1628 B STREET, LLC


 


	 	By:	OHI Asset HUD SF CA, LLC,
	 	 	the Sole Member of each such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	ENCANTO SENIOR CARE, LLC
	 	OHI ASSET (AZ) AUSTIN HOUSE, LLC


 


	 	By:	OHI Asset HUD SF, LLC,
	 	 	the Sole Member of each such Company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CFG 2115 WOODSTOCK PLACE, LLC
	 	1200 ELY STREET HOLDINGS CO. LLC
	 	42235 COUNTY ROAD HOLDINGS CO. LLC
	 	2425 TELLER AVENUE, LLC
	 	48 HIGH POINT ROAD, LLC


 


	 	By:	OHI Asset HUD CFG, LLC,
	 	 	the Sole Member of each of the companies


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	Texas Lessor - Stonegate, LP


 


	 	By:	Texas Lessor – Stonegate GP, LLC,
	 	 	Its General Partner


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	PV REALTY – WILLOW TREE, LLC


 


	 	By:	OHI Asset HUD WO, LLC,
	 	 	the Sole Member of such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	PAVILLION NURSING CENTER NORTH, LLC
	 	PAVILLION NORTH PARTNERS, LLC
	 	THE SUBURBAN PAVILION, LLC


 


	 	By:	OHI Asset (OH), LLC,
	 	 	the Sole Member of each such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	OHI ASSET IV (PA) SILVER LAKE, LP


 


	 	By:	OHI Asset CSE-U Subsidiary, LLC,
	 	 	Its General Partner


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	cse pennsylvania holdings, LP
	 	cse centennial village, lp


 


	 	By:	OHI Asset CSE-E Subsidiary, LLC,
	 	 	Its General Partner


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CSE DENVER ILIFF LLC
	 	CSE FAIRHAVEN LLC
	 	CSE MARIANNA HOLDINGS LLC
	 	CSE TEXARKANA LLC
	 	CSE WEST POINT LLC
	 	CSE WHITEHOUSE LLC
	 	CARNEGIE GARDENS LLC
	 	FLORIDA REAL ESTATE COMPANY, LLC
	 	GREENBOUGH, LLC
	 	LAD I REAL ESTATE COMPANY, LLC
	 	PANAMA CITY NURSING CENTER LLC
	 	SKYLER MAITLAND LLC
	 	SUWANEE, LLC
	 	OHI ASSET CSE-U SUBSIDIARY, LLC
	 	OHI TENNESSEE, LLC


 


	 	By:	OHI Asset CSE-U, LLC,
	 	 	the Sole Member of each of the companies


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	CSE BLOUNTVILLE LLC
	 	CSE BOLIVAR LLC
	 	CSE CAMDEN LLC
	 	CSE HUNTINGDON LLC
	 	CSE JEFFERSON CITY LLC
	 	CSE MEMPHIS LLC
	 	CSE RIPLEY LLC


 


	 	By:	OHI Tennessee, LLC,
	 	 	the Sole Member of each of the companies


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CSE CORPUS NORTH LLC
	 	CSE JACINTO CITY LLC
	 	CSE KERRVILLE LLC
	 	CSE RIPON LLC
	 	CSE SPRING BRANCH LLC
	 	CSE THE VILLAGE LLC
	 	CSE WILLIAMSPORT LLC
	 	DESERT LANE LLC
	 	NORTH LAS VEGAS LLC
	 	OHI ASSET CSE-E SUBSIDIARY, LLC


 


	 	By:	OHI Asset CSE-E, LLC,
	 	 	the Sole Member of each of the companies


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	PAVILLION NORTH, LLP


 


	 	By:	Pavillion Nursing Center North, LLC,
	 	 	its General Partner


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET (PA), LP
	 	OHI ASSET II (PA), LP
	 	OHI ASSET III (PA), LP


 


	 	By:	OHI Asset (OH), LLC,
	 	 	the General Partner of each limited partnership


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	CSE CASABLANCA HOLDINGS LLC


 


	 	By:	OHI Asset CSB LLC,
	 	 	the Sole Member of such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	CSE CASABLANCA HOLDINGS II LLC


 


	 	By:	CSE Casablanca Holdings LLC,
	 	 	the Sole Member of such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CSE ALBANY LLC
	 	CSE AMARILLO LLC
	 	CSE AUGUSTA LLC
	 	CSE BEDFORD LLC
	 	CSE CAMBRIDGE REALTY LLC
	 	CSE CANTON LLC
	 	CSE CEDAR RAPIDS LLC
	 	CSE CHELMSFORD LLC
	 	CSE CHESTERTON LLC
	 	CSE CLAREMONT LLC
	 	CSE DENVER LLC
	 	CSE DOUGLAS LLC
	 	CSE ELKTON REALTY LLC
	 	CSE FORT WAYNE LLC
	 	CSE FRANKSTON LLC
	 	CSE GEORGETOWN LLC
	 	CSE GREEN BAY LLC
	 	CSE HILLIARD LLC
	 	CSE HUNTSVILLE LLC
	 	CSE INDIANAPOLIS – CONTINENTAL LLC
	 	CSE INDIANAPOLIS – GREENBRIAR LLC
	 	CSE JEFFERSONVILLE – HILLCREST CENTER LLC
	 	CSE JEFFERSONVILLE – JENNINGS HOUSE LLC
	 	CSE KINGSPORT LLC
	 	CSE LAKE CITY LLC
	 	CSE LAKE WORTH LLC
	 	CSE LAKEWOOD LLC
	 	CSE LAS VEGAS LLC
	 	CSE LAWRENCEBURG LLC
	 	CSE LEXINGTON PARK REALTY LLC
	 	CSE LIGONIER LLC
	 	CSE LIVE OAK LLC
	 	CSE LOWELL LLC
	 	CSE MOBILE LLC
	 	CSE MOORE LLC
	 	CSE NORTH CAROLINA HOLDINGS I LLC
	 	CSE NORTH CAROLINA HOLDINGS II LLC
	 	CSE OMRO LLC
	 	CSE ORANGE PARK LLC
	 	CSE ORLANDO – PINAR TERRACE MANOR LLC
	 	CSE ORLANDO – TERRA VISTA REHAB LLC
	 	CSE PIGGOTT LLC
	 	CSE PILOT POINT LLC
	 	CSE PONCA CITY LLC
	 	CSE PORT ST. LUCIE LLC
	 	CSE RICHMOND LLC
	 	CSE SAFFORD LLC
	 	CSE SALINA LLC
	 	CSE SEMINOLE LLC
	 	CSE SHAWNEE LLC
	 	CSE STILLWATER LLC


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CSE TAYLORSVILLE LLC
	 	CSE TEXAS CITY LLC
	 	CSE UPLAND LLC
	 	CSE WINTER HAVEN LLC
	 	CSE YORKTOWN LLC


 


	 	By:	CSE Casablanca Holdings II LLC,
	 	 	the Sole Member of each of the companies


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	CSE LEXINGTON PARK LLC


 


	 	By:	CSE Lexington Park Realty LLC,
	 	 	the Sole Member of such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	CSE CAMBRIDGE LLC


 


	 	By:	CSE Cambridge Realty LLC,
	 	 	the Sole Member of such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	CSE ELKTON LLC


 


	 	By:	CSE Elkton Realty LLC,
	 	 	the Sole Member of such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CSE ARDEN L.P.
	 	CSE KING L.P.
	 	CSE KNIGHTDALE L.P.
	 	CSE LENOIR L.P.
	 	CSE WALNUT COVE L.P.
	 	CSE WOODFIN L.P.


 


	 	By:	CSE North Carolina Holdings I LLC,
	 	 	the General Partner of each limited partnership


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	OMEGA TRS I, INC.
	 	OHI HEALTHCARE PROPERTIES HOLDCO, INC.


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	CSE PINE VIEW LLC
	 	DIXIE WHITE HOUSE NURSING HOME, LLC
	 	OCEAN SPRINGS NURSING HOME, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS I, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS II, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS III, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS IV, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS V, LLC
	 	SKYLER BOYINGTON, LLC
	 	SKYLER FLORIDA, LLC
	 	SKYLER PENSACOLA, LLC


 


	 	By:	OHI Asset HUD Delta, LLC,
	 	 	the Sole Member of each such company


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET (GA) MOULTRIE, LLC
	 	OHI ASSET (GA) SNELLVILLE, LLC
	 	OHI ASSET (ID) HOLLY, LLC
	 	OHI ASSET (ID) MIDLAND, LLC
	 	OHI ASSET (IN) CONNERSVILLE, LLC
	 	OHI ASSET (MS) BYHALIA, LLC
	 	OHI ASSET (MS) CLEVELAND, LLC
	 	OHI ASSET (MS) CLINTON, LLC
	 	OHI ASSET (MS) COLUMBIA, LLC
	 	OHI ASSET (MS) CORINTH, LLC
	 	OHI ASSET (MS) GREENWOOD, LLC
	 	OHI ASSET (MS) GRENADA, LLC
	 	OHI ASSET (MS) HOLLY SPRINGS, LLC
	 	OHI ASSET (MS) INDIANOLA, LLC
	 	OHI ASSET (MS) NATCHEZ, LLC
	 	OHI ASSET (MS) PICAYUNE, LLC
	 	OHI ASSET (MS) VICKSBURG, LLC
	 	OHI ASSET (MS) YAZOO CITY, LLC
	 	OHI ASSET (NC) WADESBORO, LLC
	 	OHI ASSET (OR) PORTLAND, LLC
	 	OHI ASSET (SC) AIKEN, LLC
	 	OHI ASSET (SC) ANDERSON, LLC
	 	OHI ASSET (SC) EASLEY ANNE, LLC
	 	OHI ASSET (SC) EASLEY CRESTVIEW, LLC
	 	OHI ASSET (SC) EDGEFIELD, LLC
	 	OHI ASSET (SC) GREENVILLE GRIFFITH, LLC
	 	OHI ASSET (SC) GREENVILLE LAURENS, LLC
	 	OHI ASSET (SC) GREENVILLE NORTH, LLC
	 	OHI ASSET (SC) GREER, LLC
	 	OHI ASSET (SC) MARIETTA, LLC
	 	OHI ASSET (SC) MCCORMICK, LLC
	 	OHI ASSET (SC) PICKENS EAST CEDAR, LLC
	 	OHI ASSET (SC) PICKENS ROSEMOND, LLC
	 	OHI ASSET (SC) PIEDMONT, LLC
	 	OHI ASSET (SC) SIMPSONVILLE SE MAIN, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST BROAD, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST CURTIS, LLC
	 	OHI ASSET (TN) BARTLETT, LLC
	 	OHI ASSET (TN) COLLIERVILLE, LLC
	 	OHI ASSET (TN) MEMPHIS, LLC
	 	OHI ASSET (TX) ANDERSON, LLC
	 	OHI ASSET (TX) BRYAN, LLC
	 	OHI ASSET (TX) BURLESON, LLC
	 	OHI ASSET (TX) COLLEGE STATION, LLC


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET (TX) COMFORT, LLC
	 	OHI ASSET (TX) DIBOLL, LLC
	 	OHI ASSET (TX) GRANBURY, LLC
	 	OHI ASSET (TX) ITALY, LLC
	 	OHI ASSET (TX) WINNSBORO, LLC
	 	OHI ASSET (UT) OGDEN, LLC
	 	OHI ASSET (UT) PROVO, LLC
	 	OHI ASSET (UT) ROY, LLC
	 	OHI ASSET (VA) CHARLOTTESVILLE, LLC
	 	OHI ASSET (VA) FARMVILLE, LLC
	 	OHI ASSET (VA) HILLSVILLE, LLC
	 	OHI ASSET (VA) ROCKY MOUNT, LLC
	 	OHI ASSET (WA) BATTLE GROUND, LLC
	 	OHI ASSET RO PMM SERVICES, LLC
	 	OHI ASSET (GA) MACON, LLC
	 	OHI ASSET (SC) GREENVILLE, LLC
	 	OHI ASSET (SC) ORANGEBURG, LLC


 


	 	By:	OHI Asset RO, LLC,
	 	 	the Sole Member of each such company
	 	 	 
	 	By:	 
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 
	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership
	 	 	 
	 	By:	 
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET MANAGEMENT, LLC
	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	a Member of such company
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership


 


	 	By:	 





	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	By:	Omega TRS I, Inc.,
	 	 	a member of such company
	 	 	 
	 	By:	 
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 
	 	OHI ASSET (OR) TROUTDALE, LLC
	 	OHI ASSET (PA) GP, LLC
	 	HOT SPRINGS ATRIUM OWNER, LLC
	 	HOT SPRINGS COTTAGES OWNER, LLC
	 	HOT SPRINGS MARINA OWNER, LLC
	 	 	 
	 	By:	OHI Asset CHG ALF, LLC,
	 	 	the Sole Member of such company
	 	 	 
	 	By:	 
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET (PA) WEST MIFFLIN, LP
	 	BALA CYNWYD REAL ESTATE, LP
	 	 	 
	 	By:	OHI Asset (PA) GP, LLC,
	 	 	the General Partner of each limited partnerships
	 	 	 
	 	By:	 
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


	 	BAYSIDE COLORADO HEALTHCARE ASSSOCIATES, LLC
	 	 	 
	 	By:	Bayside Street, LLC,
	 	 	the Sole Member of such company
	 	 	 
	 	By:	 
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CANTON HEALTH CARE LAND, LLC
	 	DIXON HEALTH CARE CENTER, LLC
	 	HUTTON I LAND, LLC
	 	HUTTON II LAND, LLC
	 	HUTTON III LAND, LLC
	 	LEATHERMAN PARTNERSHIP 89-1, LLC
	 	LEATHERMAN PARTNERSHIP 89-2, LLC
	 	LEATHERMAN 90-1, LLC
	 	MERIDIAN ARMS LAND, LLC
	 	ORANGE VILLAGE CARE CENTER, LLC
	 	ST. MARY’S PROPERTIES, LLC
	 	 	 
	 	By:	Bayside Street II, LLC,
	 	 	the Sole Member of such company
	 	 	 
	 	By:	 
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	ADMINISTRATIVE AGENT:	bank of america, n.a.,
	 	as Administrative Agent
	 	 	 
	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 LENDERS:	bank of america, n.a., as L/C Issuer, Swing Line Lender and as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 


 




    	 



    	 



    

 


	 	CREDIT AGRICOLE COPORATE AND INVESTMENT BANK,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	MORGAN STANLEY BANK, N.A.,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	SUNTRUST BANK,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	BRANCH BANKING AND TRUST COMPANY,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	STIFEL BANK & TRUST,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	SYNOVUS BANK,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	BANK OF TAIWAN, A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	LAND BANK OF TAIWAN LOS ANGELES BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	TAIWAN BUSINESS BANK, LOS ANGELES BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	TAIWAN COOPERATIVE BANK, LTD.,
	 	SEATTLE BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	FIRST COMMERCIAL BANK, LTD., A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	E. SUN COMMERCIAL BANK, LIMITED, LOS ANGELES BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	HUA NAN COMMERCIAL BANK LTD.,
	 	LOS ANGELES BRANCH,
	 	as a Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a New Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	COMPASS BANK,
	 	as a New Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	REGIONS BANK,
	 	as a New Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	THE HUNTINGTON NATIONAL BANK,
	 	as a New Lender


 


	 	By:	 





	 	Name:	 
	 	Title:	 


 


OMEGA
HEALTHCARE INVESTORS, INC.


CREDIT
AGREEMENT


 








    	 



    	 



    

  


Exhibit B


Schedule 2.01


 


LENDERS
AND COMMITMENTS


 


	Lender	Revolving

    Commitment	Revolving

    Commitment

    Percentage	Closing Date Term

    Loan Commitment	Closing Date Term

    Loan Commitment

    Percentage	Acquisition Term

    Loan Commitment	Acquisition Term

    Loan Commitment

    Percentage
	 	 	 	 	 	 	 
	Bank
    of America, N.A.	$103,083,333.33	8.246666666%	$19,916,666.67	9.958333333%	$10,048,387.09	5.024193545%
	Crédit
    Agricole Corporate and Investment Bank	$103,083,333.33	8.246666666%	$19,916,666.67	9.958333333%	$10,048,387.09	5.024193545%
	JPMorgan
    Chase Bank, N.A.	$103,083,333.33	8.246666666%	$19,916,666.67	9.958333333%	$10,048,387.09	5.024193545%
	Citizens
    Bank, National Association	$103,083,333.33	8.246666666%	$19,916,666.67	9.958333333%	$10,048,387.09	5.024193545%
	The
    Bank of Tokyo-Mitsubishi UFJ, Ltd.	$81,333,333.33	6.506666666%	$15,666,666.67	7.833333333%	$7,967,741.94	3.983870970%
	Capital
    One, National Association	$81,333,333.33	6.506666666%	$15,666,666.67	7.833333333%	$7,967,741.94	3.983870970%
	Morgan
    Stanley Bank, N.A.	$81,333,333.33	6.506666666%	$15,666,666.67	7.833333333%	$7,967,741.94	3.983870970%
	Royal
    Bank of Canada	$81,333,333.33	6.506666666%	$15,666,666.67	7.833333333%	$7,967,741.94	3.983870970%
	SunTrust
    Bank	$81,333,333.33	6.506666666%	$15,666,666.67	7.833333333%	$7,967,741.94	3.983870970%
	Branch
    Banking and Trust Company	$50,030,303.03	4.002424242%	$8,333,333.33	4.166666667%	$16,636,363.64	8.318181820%
	Sumitomo
    Mitsui Banking Corporation	$41,666,666.67	3.333333334%	$8,333,333.33	4.166666667%	-	-
	Stifel
    Bank & Trust	$20,833,333.33	1.666666666%	$4,166,666.67	2.083333333%	-	-
	Synovus
    Bank	$20,833,333.33	1.666666666%	$4,166,666.67	2.083333333%	$5,000,000.00	2.500000000%
	Bank
    of Taiwan, a Republic of China Bank acting through its Los
    Angeles Branch	$16,666,666.67	1.333333334%	$3,333,333.33	1.666666667%	-	-


 




    	 



    	 



    

  


	Mega
    International Commercial Bank Co., Ltd., New York Branch	$15,000,000.00	1.200000000%	$3,000,000.00	1.500000000%	-	-
	Land
    Bank of Taiwan, Los Angeles Branch	$12,500,000.01	1.000000001%	$2,499,999.99	1.250000000%	$5,000,000.00	2.500000000%
	Taiwan
    Business Bank, Los Angeles Branch	$12,500,000.01	1.000000001%	$2,499,999.99	1.250000000%	-	-
	Taiwan
    Cooperative Bank, Ltd., Seattle Branch	$12,500,000.01	1.000000001%	$2,499,999.99	1.250000000%	-	-
	First
    Commercial Bank, Ltd., a Republic of China Bank acting through its Los Angeles Branch	$8,333,333.33	0.666666666%	$1,666,666.67	0.833333333%	-	-
	E.
    Sun Commercial Bank, Limited, Los Angeles Branch	$4,166,666.67	0.333333334%	$833,333.33	0.416666667%	-	-
	Hua
    Nan Commercial Bank Ltd., Los Angeles Branch	$3,333,333.33	0.266666666%	$666,666.67	0.333333333%	-	-
	Wells
    Fargo Bank, National Association	$81,333,333.34	6.506666667%	-	-	$23,634,408.60	11.817204300%
	Compass
    Bank	$72,142,857.14	5.771428571%	-	-	$28,857,142.86	14.428571430%
	Regions
    Bank	$50,030,303.03	4.002424242%	-	-	$24,969,696.97	12.484848485%
	The
                                         Huntington National Bank

         
	$9,129,870.13	0.730389610%	-	-	$15,870,129.87	7.935064935%
	Total:	$1,250,000,000.00	100.000000000%	$200,000,000.00	100.000000000%	$200,000,000.00	100.000000000%