EXHIBIT 10.1


 


LTC PROPERTIES, INC.


 





 



 


NOTE
PURCHASE AGREEMENT


 





 



 


3.66% Series I Senior Notes Due May 17,
2033


($75,000,000 Aggregate Original Principal Amount)


 


As of May 17, 2022


 






     


     


    

 


	Schedule
    A	—	Purchaser
    Schedule
	Schedule
    B	—	Defined
    Terms
	Schedule
    5.4	—	Subsidiaries;
    Affiliates; Directors and Officers; Restrictions on Subsidiaries
	Schedule
    5.5	—	Financial
    Statements
	Schedule
    5.15	—	Existing
    Indebtedness for Borrowed Money
	Schedule
    8.1	—	Required
    Prepayments
	 	 	 
	Exhibit A	—	Form of
    3.66% Series I Senior Note due May 17, 2033
	Exhibit B-1	—	Form of
    Opinion of Special Counsel for the Company
	Exhibit B-2	—	Form of
    Opinion of Special Maryland Counsel for the Company
	Exhibit C	—	Form of
    Compliance Certificate


 






     


     


    

 


Table of Contents


 


Page


 





	1.	Authorization of Notes	1
	2.	Sale and Purchase of Notes	1
	3.	EXECUTION; FUNDING	1
	4.	Conditions	2
		A	Certain Documents	2
		B	Representations and Warranties	3
		C	Performance; No Default	3
		D	Changes in Structure	3
		E	Purchase Permitted By Applicable Law, Etc.	3
		F	Sale of Other Notes	3
		G	Payment of Special Counsel Fees	3
		H	Private Placement Number	4
		I	Funding Instructions	4
		J	Amendments to Other Note Agreements	4
		K	Proceedings and Documents	4
	5.	Representations and Warranties of the Company	4
		5.1	Organization; Power and Authority	4
		5.2	Authorization, Etc.	4
		5.3	Disclosure	5
		5.4	Organization and Ownership of Equity in Subsidiaries; Affiliates	5
		5.5	Financial Statements; Material Liabilities	6
		5.6	Compliance with Laws; Other Instruments, Etc.	6
		5.7	Governmental Authorizations, Etc.	7
		5.8	Litigation; Observance of Agreements, Statutes and Orders	7
		5.9	Taxes	7
		5.10	Title to Property; Leases	7
		5.11	Licenses, Permits, Etc.	8
		5.12	Compliance with ERISA	8
		5.13	Private Offering by the Company	9




 







     


     


    

 


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(continued)


 


Page


 


		5.14	Use of Proceeds; Margin Regulations	9
		5.15	Existing Indebtedness for Borrowed Money; Future Liens	10
		5.16	Foreign Asset Control Regulations, Etc.	10
		5.17	Status under Certain Statutes	11
		5.18	Environmental Matters	11
		5.19	Stock of the Company	12
		5.20	Condition of Property; Casualties; Condemnation	13
		5.21	Legal Requirements and Zoning	13
		5.22	Solvency	13
		5.23	Hostile Tender Offers	13
	6.	Representations of the Purchasers	13
		6.1	Purchase for Investment	13
		6.2	Accredited Investor	14
		6.3	Source of Funds	14
	7.	Information as to the Company	16
		7.1	Financial and Business Information	16
		7.2	Officer’s Certificate	19
		7.3	Visitation	19
	8.	Prepayment of the Notes.	20
		8.1	Required Prepayments	20
		8.2	Optional Prepayments with Make-Whole Amount	20
		8.3	Allocation of Partial Prepayments	20
		8.4	Maturity; Surrender, Etc.	21
		8.5	Purchase of Notes	21
		8.6	Make-Whole Amount	21
	9.	Affirmative Covenants	23
		9.1	Compliance with Laws and Contractual Obligations	23
		9.2	Insurance	24
		9.3	Maintenance of Properties	25
		9.4	Payment of Taxes and Claims	25



 







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Table of Contents


(continued)


 


Page


 


		9.5	Maintenance of Existence, Etc.	25
		9.6	Books and Records	26
		9.7	Maintenance of REIT Status	26
		9.8	Listing of Common Stock; Filing of Reports	26
		9.9	Limitations on Guaranties of Indebtedness	26
		9.10	Information Required by Rule 144A	26
	10.	 Negative Covenants.	27
		10.1	Liens, Etc.	27
		10.2	Mergers, Consolidations, Divisions and Sales	27
		10.3	No Burdensome Contracts with Affiliates	28
		10.4	No Changes in Fiscal Year	28
		10.5	Change in the Nature of Business	28
		10.6	Use of Proceeds of Notes	28
		10.7	No Restrictions	28
		10.8	Financial Covenants	29
		10.9	Two-Way Most Favored Lender	29
		10.10	Redemption of Stock, Etc.	31
		10.11	Economic Sanctions, Etc	31
	11.	 Events Of Default.	32
	12.	 Remedies On Default, Etc.	35
		12.1	Acceleration	35
		12.2	Other Remedies	35
		12.3	Rescission	36
		12.4	No Waivers or Election of Remedies, Expenses, Etc.	36
	13.	 Registration; Exchange; Substitution Of Notes	36
		13.1	Registration of Notes	36
		13.2	Transfer and Exchange of Notes	37
		13.3	Replacement of Notes	37
	14.	 Payments On Notes	38
		14.1	Place of Payment	38



 






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		14.2	Home Office Payment	38
	15.	Expenses, Etc.	38
		15.1	Transaction Expenses	38
		15.2	Survival	39
	16.	Survival Of Representations And Warranties; Entire Agreement	39
	17.	Amendment And Waiver	39
		17.1	Requirements	39
		17.2	Solicitation of Holders of Notes	40
		17.3	Binding Effect, Etc.	41
		17.4	Notes Held by Company, Etc.	41
	18.	Notices	41
	19.	Reproduction Of Documents	42
	20.	CONFIDENTIALITY	42
	21.	MISCELLANEOUS	43
		21.1	Successors and Assigns	43
		21.2	Payments Due on Non-Business Days	43
		21.3	Accounting Terms	43
		21.4	Severability	44
		21.5	Construction	44
		21.6	Counterparts; Electronic Contracting	44
		21.7	Governing Law	45
		21.8	Jurisdiction and Process	45
		21.9	Waiver of Jury Trial	45
		21.10	Divisions	46




 






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LTC
PROPERTIES, INC.

2829 Townsgate Road, Suite 350

Westlake Village, California 91361


 


As of May 17, 2022


 


TO
EACH OF THE PURCHASERS LISTED IN

         THE PURCHASER SCHEDULE ATTACHED

         HERETO AS SCHEDULE A


 


Ladies and Gentlemen:


 


The undersigned, LTC Properties, Inc., a
Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear on the Purchaser Schedule
(each, a “Purchaser” and, collectively, the “Purchasers”) as follows:


 


		1.	Authorization
                                            of Notes



 


The Company will authorize the issue and sale
of $75,000,000 aggregate principal amount of its 3.66% Series I Senior Notes due May 17, 2033 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Notes”, such term to include any such notes issued in substitution
therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form set out in Exhibit A.
Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule”
or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.


 


		2.	Sale
                                            and Purchase of Notes



 


Subject to the terms and conditions of this Agreement,
the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Funding provided for in Section 3,
Notes in the principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100%
of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall
have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.


 


		3.	EXECUTION;
                                            FUNDING



 


The execution and delivery of this Agreement
shall occur on May 17, 2022 (the “Execution Date”). The sale and purchase of the Notes to be purchased by each
Purchaser shall occur at the offices of ArentFox Schiff LLP, 1185 Avenue of the Americas, Suite 3000, New York, New York 10036 at
11:00 a.m. New York time, at a closing on May 17, 2022 (the “Funding”). At the Funding, the Company will
deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in
denominations of at least $1,000,000 as such Purchaser may request) dated the date of the Funding and registered in such Purchaser’s
name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in
the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the account
number and at the bank specified in the funding instructions provided to such Purchaser in accordance with the requirements of Section 4I.
If at the Funding the Company shall fail to tender such Notes to any Purchaser against payment by such Purchaser as provided above in
this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable
satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving
any rights such Purchaser may have by reason of such failure by the Company to tender such Notes or any of the conditions specified in
Section 4 not having been fulfilled to such Purchaser’s reasonable satisfaction.


 






     


     


    

 


		4.	Conditions



 


Each Purchaser’s obligation to purchase
and pay for the Notes to be sold to such Purchaser at the Funding is subject to the fulfillment to such Purchaser’s satisfaction,
prior to or at the Funding, of the following conditions:


 


A            Certain
Documents. Such Purchaser shall have received the following, each dated the date of the Funding
(except as provided in clause (h)):


 


(a)           an
Officer’s Certificate from the Company, certifying that the conditions specified in Sections 4B, 4C and 4D have been fulfilled;


 


(b)            an
Officer’s Certificate from the Company, setting forth a listing of the Unencumbered Assets and Qualified Loans as of the date of
the Funding;


 


(c)          certified
copies of the resolutions of the Company authorizing the execution and delivery of the Transaction Documents (and authorizing the issuance
of the Notes) and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect
to the Transaction Documents and the Notes;


 


(d)          a
certificate of the Secretary or an Assistant Secretary and one other officer of the Company, certifying the names and true signatures
of the officers of the Company authorized to sign the Transaction Documents;


 


(e)            certified
copies of the articles of incorporation and by-laws of the Company;


 


(f)            favorable
opinions of: (i) Reed Smith LLP, special counsel for the Company, satisfactory to such Purchaser and substantially in the form of
Exhibit B-1 attached hereto, and as to such other matters as such Purchaser may reasonably request, and (ii) Ballard
Spahr LLP, special Maryland counsel for the Company, satisfactory to such Purchaser and substantially in the form of Exhibit B-2
attached hereto, and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel
to deliver such opinion, agrees that the issuance and sale of the Notes will constitute a reconfirmation of such direction, and understands
and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion;


 






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(g)            a
favorable opinion of ArentFox Schiff LLP, special counsel for the Purchasers, as to such matters incident to the matters herein contemplated
related to the Notes as such Purchaser reasonably requests;


 


(h)         a
good standing or similar certificate for the Company from the appropriate Governmental Authority of its jurisdiction of organization,
dated as of a recent date, and such other evidence of the status of the Company as such Purchaser may reasonably request; and


 


(i)            additional
documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby
as may be reasonably requested by such Purchaser prior to the date of the Funding.


 


B            Representations
and Warranties. The representations and warranties of the Company in Section 5 hereof shall,
in each case, be correct on the Execution Date and at the Funding.


 


C          Performance;
No Default. The Company shall have performed and complied with all agreements and conditions
contained in this Agreement required to be performed or complied with by it prior to or at the Funding. Immediately before and after
giving effect to the issue and sale of the Notes (and the application of the proceeds thereof pursuant to the requirements of Section 5.14)
no Default or Event of Default shall have occurred and be continuing.


 


D            Changes
in Structure. The Company shall not have changed its jurisdiction of organization or been a
party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other Person, at any time
following the date of the most recent financial statements referred to in Schedule 5.5.


 


E            Purchase
Permitted By Applicable Law, Etc. On the date of the Funding such Purchaser’s purchase
of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse
to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without
restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including Regulation
T, U or X of the Board of Governors of the Federal Reserve System), and (iii) not subject such Purchaser to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the Execution Date. If
requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact
as it may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.


 


F            Sale
of Other Notes. Contemporaneously with the Funding, the Company shall sell to each other Purchaser
and each other Purchaser shall purchase the Notes to be purchased by it at the Funding as specified in the Purchaser Schedule.


 


G            Payment
of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on
or before the Execution Date and the date of the Funding the fees, charges and disbursements of the Purchasers’ special counsel
referred to in Section 4A(g) to the extent reflected in a statement of such counsel rendered to the Company at least one Business
Day prior to such date.


 






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H          Private
Placement Number. A Private Placement Number issued by CUSIP Global Services (in cooperation
with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.


 


I           Funding
Instructions. At least three Business Days prior to the date of the Funding, each Purchaser
shall have received written instructions signed by a Responsible Officer on letterhead of the Company specifying (i) the name and
address of the transferee bank, (ii) such transferee bank’s ABA number, (iii) the account name and number into which
the purchase price for the Notes is to be deposited and (iv) the name and telephone number of a Responsible Officer of the Company
responsible for (a) verifying receipt of the funds and (b) verifying the information set forth in the instructions.


 


J          Amendments
to Other Note Agreements. Such Purchaser shall have received evidence satisfactory to it that
the financial covenants and related definitions in each Other Note Agreement shall have been amended to be consistent with the corresponding
financial covenants and related definitions in this Agreement.


 


K          Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated
by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser
and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or
other copies of such documents as such Purchaser or such counsel may reasonably request.


 


		5.	Representations
                                            and Warranties of the Company



 


The Company represents and warrants to each Purchaser
that:


 


		5.1	Organization;
                                            Power and Authority.



 


The Company is a corporation duly organized,
validly existing and in good standing under the laws of Maryland, and is duly qualified as a foreign corporation and is in good standing
in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Company has the requisite power and authority to own or hold under lease the Properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and deliver the Transaction Documents and to perform the provisions
of the Transaction Documents which it is required to perform. The Company is organized in conformity with the requirements for qualification
as a REIT under the Code, and its method of operation enables it to meet the requirements for qualification and taxation as a REIT under
the Code.


 


		5.2	Authorization,
                                            Etc.



 


This Agreement, the Notes and the other Transaction
Documents have been duly authorized by all necessary action on the part of the Company, and each of this Agreement and the other Transaction
Documents (other than the Notes) constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited
by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


 






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		5.3	Disclosure.



 


Neither this Agreement nor any other document,
certificate or statement furnished to such Purchaser by or on behalf of the Company in connection herewith, contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading
in light of the circumstances under which they were made, such Purchaser acknowledging that as to any projections furnished to such Purchaser,
the Company only represents that the same were prepared in good faith on the basis of information and estimates the Company believed
to be reasonable at the time of the preparation and delivery thereof. There is no fact known to the Company that could reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings
(including the Company’s most recent reports on Form 10-Q and Form 10-K and the Company’s reports on Form 8-K
filed during the period from January 1, 2022 through the Execution Date) delivered to such Purchaser by or on behalf of the Company.
Since December 31, 2021, there has been no change in the financial condition, operations, business, Properties or prospects of the
Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse
Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to such Purchaser by or
on behalf of the Company.


 


		5.4	Organization
                                            and Ownership of Equity in Subsidiaries; Affiliates.



 


		(a)	Schedule
                                            5.4 contains complete and correct lists as of the Execution Date (i) of each of
                                            the Subsidiaries of the Company, showing, as to each such Subsidiary, whether such Subsidiary
                                            is an Unencumbered Asset Subsidiary, the correct name thereof, the jurisdiction of its organization,
                                            the percentage of shares of each class of its capital stock or similar equity interests outstanding
                                            owned by the Company and the other Subsidiaries and, if such percentage is not 100% (excluding
                                            directors’ qualifying shares as required by law), a description of each class of its
                                            authorized capital stock and other equity interests and the number of shares or units of
                                            each class issued and outstanding, (ii) of each of the Company’s Affiliates, other
                                            than the Company’s Subsidiaries, and (iii) of the Company’s directors and
                                            senior officers.



 


		(b)	All
                                            of the outstanding shares of capital stock or similar equity interests of each Subsidiary
                                            owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable
                                            and are owned by the Company or another Subsidiary free and clear of any Lien except as disclosed
                                            on Schedule 5.4.



 


		(c)	Each
                                            Subsidiary is a corporation or other legal entity duly organized, validly existing and in
                                            good standing under the laws of its jurisdiction of organization, and is duly qualified as
                                            a foreign corporation or other legal entity and is in good standing in each jurisdiction
                                            in which such qualification is required by law, other than those jurisdictions as to which
                                            the failure to be so qualified or in good standing could not, individually or in the aggregate,
                                            reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate
                                            or other power and authority to own or hold under lease the Properties it purports to own
                                            or hold under lease and to transact the business it transacts and proposes to transact.



 






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		(d)	No
                                            Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other
                                            restriction (other than this Agreement, the agreements listed on Schedule 5.4 and
                                            customary limitations imposed by corporate law or similar statutes) restricting the ability
                                            of such Subsidiary to pay dividends out of profits or make any other similar distributions
                                            of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital
                                            stock or similar equity interests of such Subsidiary.



 


		5.5	Financial
                                            Statements; Material Liabilities.



 


The Company has delivered to each Purchaser copies
of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including
in each case the related schedules and notes) fairly present in all material respects the consolidated financial condition of the Company
and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated financial results of their operations
and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout
the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end
adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements
or otherwise disclosed in writing to the Purchasers.


 


		5.6	Compliance
                                            with Laws; Other Instruments, Etc.



 


The execution, delivery and performance by the
Company of the Transaction Documents will not (i) contravene, result in any breach of, or constitute a default under, or result
in the creation of any Lien in respect of any Property of the Company or any of its Subsidiaries under, any indenture, mortgage, deed
of trust, loan, purchase or credit agreement, lease, corporate charter (or similar constitutive documents) or bylaws (or similar documents),
or any other agreement or instrument to which the Company or any of its Subsidiaries is bound or by which the Company or any of its Subsidiaries
or any of their respective Properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions
or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company
or any of its Subsidiaries, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority
applicable to the Company or any of its Subsidiaries.


 






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Neither the Company nor any Subsidiary is in
default under the terms of any covenant, indenture or agreement of or affecting such Person or any of its Property, which default, if
uncured, could reasonably be expected to have a Material Adverse Effect.


 


		5.7	Governmental
                                            Authorizations, Etc.



 


No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance
by the Company of this Agreement, the Notes or the other Transaction Documents.


 


		5.8	Litigation;
                                            Observance of Agreements, Statutes and Orders.



 


		(a)	There
                                            are no actions, suits, investigations or proceedings pending or, to the actual knowledge
                                            of the Company, threatened against or affecting the Company or any of its Subsidiaries or
                                            any Property of the Company or any of its Subsidiaries in any court or before any arbitrator
                                            of any kind or before or by any Governmental Authority that, individually or in the aggregate,
                                            could reasonably be expected to have a Material Adverse Effect.



 


		(b)	Neither
                                            the Company nor any Subsidiary is in default under any order, judgment, decree or ruling
                                            of any court, arbitrator or Governmental Authority or is in violation of any applicable law,
                                            ordinance, rule or regulation (including without limitation Environmental Laws, the
                                            USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16)
                                            of any Governmental Authority, which default or violation, individually or in the aggregate,
                                            could reasonably be expected to have a Material Adverse Effect.



 


		5.9	Taxes.



 


All tax returns required to be filed by the Company
or any Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and other governmental charges upon
the Company or any Subsidiary or upon any of its Property, income or franchises, which are shown to be due and payable in such returns,
have been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate
proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP
have been provided or where the failure to so file or pay would not cause a Material Adverse Effect. The Company does not know of any
proposed additional tax assessment against it or its Subsidiaries for which adequate provisions in accordance with GAAP have not been
made on their accounts. Adequate provisions in accordance with GAAP for taxes on the books of the Company and each Subsidiary have been
made for all open years, and for its current fiscal period.


 


		5.10	Title
                                            to Property; Leases.



 


The Company and its Subsidiaries have good and
sufficient title to their respective Properties (other than Properties which are leased) that individually or in the aggregate are Material,
including all such Properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have
been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business),
in each case free and clear of Liens prohibited by this Agreement.


 






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		5.11	Licenses,
                                            Permits, Etc.



 


		(a)	The
                                            Company and its Subsidiaries own, possess or have the right to use all licenses, permits,
                                            franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks
                                            and trade names, or rights thereto, that individually or in the aggregate are Material, without
                                            known conflict with the rights of others.



 


		(b)	To
                                            the best knowledge of the Company, no product of the Company or any of its Subsidiaries infringes
                                            in any material respect any license, permit, franchise, authorization, patent, copyright,
                                            proprietary software, service mark, trademark, trade name or other right owned by any other
                                            Person.



 


		(c)	To
                                            the best knowledge of the Company, there is no Material violation by any Person of any right
                                            of the Company or any of its Subsidiaries with respect to any license, permit, franchise,
                                            authorization, patent, copyright, proprietary software, service mark, trademark, trade name
                                            or other right owned or used by the Company or any of its Subsidiaries.



 


		5.12	Compliance
                                            with ERISA.



 


		(a)	The
                                            Company, each Subsidiary and each ERISA Affiliate have operated and administered each Plan
                                            in compliance with all applicable laws except for such instances of noncompliance as have
                                            not resulted in and could not reasonably be expected to result in a Material Adverse Effect.
                                            None of the Company, any Subsidiary or any ERISA Affiliate has incurred any liability pursuant
                                            to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to
                                            employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition
                                            has occurred or exists that could reasonably be expected to result in the incurrence of any
                                            such liability by the Company, any Subsidiary or any ERISA Affiliate, or in the imposition
                                            of any Lien on any of the rights, properties or assets of the Company, any Subsidiary or
                                            any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty
                                            or excise tax provisions or pursuant to section 430 or 436 of the Code or section 4068 of
                                            ERISA, other than such liabilities or Liens as would not be individually or in the aggregate
                                            Material.



 


		(b)	The
                                            present value of the aggregate benefit liabilities under each of the Plans subject to Title
                                            IV of ERISA (other than Multiemployer Plans), determined as of the end of such Plan’s
                                            most recently ended plan year on the basis of the actuarial assumptions specified for funding
                                            purposes in such Plan’s most recent actuarial valuation report, did not exceed the
                                            aggregate current value of the assets of such Plan allocable to such benefit liabilities.
                                            The term “benefit liabilities” has the meaning specified in section 4001
                                            of ERISA and the terms “current value” and “present value”
                                            have the meaning specified in section 3 of ERISA.



 






    8


     


    

 


		(c)	The
                                            Company, the Subsidiaries and its ERISA Affiliates have not incurred withdrawal liabilities
                                            (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of
                                            ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.



 


		(d)	The
                                            expected postretirement benefit obligation (determined as of the last day of the Company’s
                                            most recently ended Fiscal Year in accordance with Financial Accounting Standards Board Accounting
                                            Standards Codification Topic 715-60 (formerly known as Financial Accounting Standards Board
                                            Statement No. 106), without regard to liabilities attributable to continuation coverage
                                            mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.



 


		(e)	The
                                            execution and delivery of this Agreement and the issuance and sale of the Notes hereunder
                                            will not involve any transaction that is subject to the prohibitions of section 406 of ERISA
                                            or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of
                                            the Code. The representation by the Company to each Purchaser in the first sentence of this
                                            Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s
                                            representation in Section 6.2 as to the sources of the funds used to pay the purchase
                                            price of the Notes to be purchased by such Purchaser.



 


		(f)	The
                                            Company and its Subsidiaries do not have any Non-U.S. Plans.



 


		5.13	Private
                                            Offering by the Company.



 


Neither the Company nor anyone acting on its
behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any Person other than the Purchasers and other Institutional Investors (as defined
in clause (c) to the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither
the Company nor anyone acting on its behalf has taken, or will take, any action that would constitute a general solicitation with respect
to the issuance or sale of the Notes or that otherwise would subject the issuance or sale of the Notes to the registration requirements
of section 5 of the Securities Act or the registration requirements of any securities or blue sky laws of any applicable jurisdiction.


 


		5.14	Use
                                            of Proceeds; Margin Regulations.



 


The Company will apply the proceeds of the sale
of the Notes for general corporate purposes. None of the proceeds of the sale of the Notes hereunder will be used, directly or indirectly,
for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of
said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its
Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such
assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall
have the meanings assigned to them in said Regulation U.


 






    9


     


    

 



 


		5.15	Existing
                                            Indebtedness for Borrowed Money; Future Liens.



 


		(a)	Except
                                            as described therein, Schedule 5.15 sets forth a complete and correct list of all
                                            outstanding Indebtedness for Borrowed Money of the Company and its Subsidiaries as of March 31,
                                            2022 (including a description of the obligors and obligees, principal amount outstanding
                                            and collateral therefor, if any, and Guaranties thereof, if any), since which date there
                                            has been no Material change in the amounts, interest rates, sinking funds, installment payments
                                            or maturities of the Indebtedness for Borrowed Money of the Company or any of its Subsidiaries.



 


		(b)	Neither
                                            the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon
                                            the happening of a contingency or otherwise) any of its Property, whether now owned or hereafter
                                            acquired, to be subject to a Lien not permitted by Section 10.1.



 


		(c)	Neither
                                            the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained
                                            in, any instrument evidencing Indebtedness for Borrowed Money of the Company or such Subsidiary,
                                            any agreement relating thereto or any other agreement (including, but not limited to, its
                                            charter or other organizational document) which limits the amount of, or otherwise imposes
                                            restrictions on the incurring of, Indebtedness for Borrowed Money of the Company or
                                            any Subsidiary, except as specifically indicated in Schedule 5.15.



 


		5.16	Foreign
                                            Asset Control Regulations, Etc.



 


		(a)	Neither
                                            the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified
                                            that its name appears or may in the future appear on a State Sanctions List or (iii) is
                                            a target of sanctions that have been imposed by the United Nations or the European Union.



 


		(b)	Neither
                                            the Company nor any Controlled Entity (i) has violated, been found in violation of,
                                            or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money
                                            Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is
                                            under investigation by any Governmental Authority for possible violation of any U.S. Economic
                                            Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.



 






    10


     


    

 


		(c)	No
                                            part of the proceeds from the sale of the Notes hereunder:



 


		(i)	constitutes or will constitute funds obtained
                                            on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled
                                            Entity, directly or indirectly, (A) in connection with any investment in, or any transactions
                                            or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser
                                            to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation
                                            of any U.S. Economic Sanctions Laws;



 


		(ii)	will be used, directly or indirectly,
                                            in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money
                                            Laundering Laws; or



 


		(iii)	will be used, directly or indirectly,
                                            for the purpose of making any improper payments, including bribes, to any Governmental Official
                                            or commercial counterparty in order to obtain, retain or direct business or obtain any improper
                                            advantage, in each case which would be in violation of, or cause any Purchaser to be in violation
                                            of, any applicable Anti-Corruption Laws.



 


		(d)	The
                                            Company has established procedures and controls which it reasonably believes are adequate
                                            (and otherwise comply with applicable law) to ensure that the Company and each Controlled
                                            Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions
                                            Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.



 


		5.17	Status
                                            under Certain Statutes.



 


Neither the Company nor any of its Subsidiaries
is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended,
the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.


 


		5.18	Environmental
                                            Matters.



 


		(a)	Neither
                                            the Company nor any Subsidiary has actual knowledge of any claim or has received any notice
                                            of any claim, and no proceeding has been instituted raising any claim against the Company
                                            or any of its Subsidiaries or any of their respective real properties now or formerly owned,
                                            leased or operated by any of them or other assets, alleging any damage to the environment
                                            or violation of any Environmental Laws, except, in each case, such as could not reasonably
                                            be expected to result in a Material Adverse Effect.



 






    11


     


    

 


		(b)	Neither
                                            the Company nor any Subsidiary has actual knowledge of any claim or has actual knowledge
                                            that any of its tenants has received any notice of any claim, and neither the Company nor
                                            any Subsidiary has actual knowledge that any proceeding has been instituted raising any claim
                                            against any tenant of the Company or its Subsidiaries with respect to their use of any real
                                            properties or other assets now or formerly owned, leased or operated by any of the Company
                                            or its Subsidiaries, alleging any damage to the environment or violation of any Environmental
                                            Laws, except, in each case, such as could not reasonably be expected to result in a Material
                                            Adverse Effect.



 


		(c)	Neither
                                            the Company nor any Subsidiary has actual knowledge of any facts which would give rise to
                                            any claim, public or private, of violation of Environmental Laws or damage to the environment
                                            emanating from, occurring on or in any way related to real properties now or formerly owned,
                                            leased or operated by any of them or to other assets or their use, except, in each case,
                                            such as could not reasonably be expected to result in a Material Adverse Effect.



 


		(d)	Neither
                                            the Company nor any Subsidiary has, and to the actual knowledge of the Company and its Subsidiaries
                                            none of its tenants has, stored any material quantities of Hazardous Materials on real properties
                                            now or formerly owned, leased or operated by any of the Company or its Subsidiaries; and
                                            neither the Company nor any Subsidiary has, and to the actual knowledge of the Company and
                                            its Subsidiaries none of its tenants or any other Person has, disposed of any Hazardous Materials
                                            in a manner contrary to any Environmental Laws in each case in any manner that could reasonably
                                            be expected to result in a Material Adverse Effect;



 


		(e)	To
                                            the actual knowledge of the Company and its Subsidiaries, the tenants of the Company and
                                            its Subsidiaries have obtained all governmental approvals required for the operation of the
                                            Properties under applicable Environmental Laws, except such as could not reasonably be expected
                                            to result in a Material Adverse Effect; and



 


		(f)	To
                                            the actual knowledge of the Company, all buildings on all real properties now owned, leased
                                            or operated by the Company or any Subsidiary are in compliance with applicable Environmental
                                            Laws, except where failure to comply could not reasonably be expected to result in a Material
                                            Adverse Effect.



 


		5.19	Stock
                                            of the Company.



 


As of the Execution Date, the entire outstanding
capital stock of the Company consists of Common Stock, 35,540,762 shares outstanding.


 






    12


     


    

 


		5.20	Condition
                                            of Property; Casualties; Condemnation.



 


To the actual knowledge of the Company or its
Unencumbered Asset Subsidiaries, and except such as has not had, and could not reasonably be expected to have, a Material Adverse Effect,
each Property owned by them (a) is in good repair, working order and condition, normal wear and tear excepted, (b) is free
of structural defects, (c) is not subject to material deferred maintenance, and (d) has and will have all building systems
contained therein in good repair, working order and condition, normal wear and tear excepted. To the actual knowledge of the Company
or of any of its Subsidiaries, and except such as has not had, and could not reasonably be expected to have, a Material Adverse Effect,
none of the Properties owned by them is currently affected as a result of any fire, explosion, earthquake, flood, drought, windstorm,
accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions
by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. No condemnation or other like proceedings
that has had, or could reasonably be expected to result in, a Material Adverse Effect, are pending and served nor, to the actual knowledge
of the Company or its Subsidiaries, threatened against any Property owned by it or any of its Subsidiaries in any manner whatsoever.
No casualty has occurred to any such Property that could reasonably be expected to have a Material Adverse Effect.


 


		5.21	Legal
                                            Requirements and Zoning.



 


To the actual knowledge of the Company and its
Subsidiaries, the use and operation of each Property owned by the Company or its Subsidiaries constitutes a legal use under applicable
zoning regulations (as the same may be modified by special use permits or the granting of variances) and complies in all material respects
with all Legal Requirements, and does not violate in any material respect any material approvals, material restrictions of record or
any material agreement affecting any such Property (or any portion thereof).


 


		5.22	Solvency.



 


The Company and each of its Subsidiaries are
solvent, able to pay their debts as they become due, and have sufficient capital to carry on their business as currently conducted.


 


		5.23	Hostile
                                            Tender Offers.



 


None of the proceeds of the sale of any Notes
will be used to finance a Hostile Acquisition.


 


		6.	Representations
                                            of the Purchasers



 


		6.1	Purchase
                                            for Investment.



 


Each Purchaser severally represents that it is
purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one
or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s
or their property shall at all times be within such Purchaser’s or their control. Each such Purchaser understands that the Notes
have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act
or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is
required by law, and that the Company is not required to register the Notes.


 






    13


     


    

 


		6.2	Accredited
                                            Investor.



 


Each Purchaser severally represents that it is
an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited
investors”). Each Purchaser further severally represents that such Purchaser has had the opportunity to ask questions of the Company
and received answers concerning the terms and conditions of the sale of the Notes.


 


		6.3	Source
                                            of Funds.



 


Each Purchaser severally represents that at least
one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by
such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:


 


		(a)	the
                                            Source is an “insurance company general account” (as the term is defined in the
                                            United States Department of Labor’s Prohibited Transaction Exemption (“PTE”)
                                            95-60) in respect of which the reserves and liabilities (as defined by the annual statement
                                            for life insurance companies approved by the National Association of Insurance Commissioners
                                            (the “NAIC Annual Statement”)) for the general account contract(s) held
                                            by or on behalf of any employee benefit plan together with the amount of the reserves and
                                            liabilities for the general account contract(s) held by or on behalf of any other employee
                                            benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60)
                                            or by the same employee organization in the general account do not exceed 10% of the total
                                            reserves and liabilities of the general account (exclusive of separate account liabilities)
                                            plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s
                                            state of domicile; or



 


		(b)	the
                                            Source is a separate account that is maintained solely in connection with such Purchaser’s
                                            fixed contractual obligations under which the amounts payable, or credited, to any employee
                                            benefit plan (or its related trust) that has any interest in such separate account (or to
                                            any participant or beneficiary of such plan (including any annuitant)) are not affected in
                                            any manner by the investment performance of the separate account; or



 


		(c)	the
                                            Source is either (i) an insurance company pooled separate account, within the meaning
                                            of PTE 90-1, or (ii) a bank collective investment fund, within the meaning of the PTE
                                            91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
                                            clause (c), no employee benefit plan or group of plans maintained by the same employer or
                                            employee organization beneficially owns more than 10% of all assets allocated to such pooled
                                            separate account or collective investment fund; or



 






    14


     


    

 


		(d)	the
                                            Source constitutes assets of an “investment fund” (within the meaning of Part VI
                                            of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional
                                            asset manager” or “QPAM” (within the meaning of Part VI of the QPAM
                                            Exemption), no employee benefit plan’s assets that are managed by the QPAM in such
                                            investment fund, when combined with the assets of all other employee benefit plans established
                                            or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of
                                            the QPAM Exemption) of such employer or by the same employee organization and managed by
                                            such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions
                                            of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM
                                            nor a person controlling or controlled by the QPAM maintains an ownership interest in the
                                            Company that would cause the QPAM and the Company to be “related” within the
                                            meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM,
                                            and (ii) the names of any employee benefit plans whose assets in the investment fund,
                                            when combined with the assets of all other employee benefit plans established or maintained
                                            by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of
                                            the QPAM Exemption) of such employer or by the same employee organization, represent 10%
                                            or more of the assets of such investment fund, have been disclosed to the Company in writing
                                            pursuant to this clause (d); or



 


		(e)	the
                                            Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of
                                            PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset
                                            manager” or “INHAM” (within the meaning of Part IV(a) of the
                                            INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption
                                            are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying
                                            the definition of “control” in Part IV(d)(3) of the INHAM Exemption)
                                            owns a 10% or more interest in the Company and (i) the identity of such INHAM, and (ii) the
                                            name(s) of the employee benefit plan(s) whose assets constitute the Source have
                                            been disclosed to the Company in writing pursuant to this clause (e); or



 


		(f)	the
                                            Source is a governmental plan; or



 


		(g)	the
                                            Source is one or more employee benefit plans, or a separate account or trust fund comprised
                                            of one or more employee benefit plans, each of which has been identified to the Company in
                                            writing pursuant to this clause (g); or



 


		(h)	the
                                            Source does not include assets of any employee benefit plan, other than a plan exempt from
                                            the coverage of ERISA.



 


As used in this Section 6.3, the terms “employee
benefit plan”, “governmental plan”, and “separate account” shall have the respective meanings assigned
to such terms in section 3 of ERISA.


 






    15


     


    

 


		7.	Information
                                            as to the Company.



 


 7.1          Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Notes that is an Institutional Investor:




 


		(a)	Quarterly
                                            Statements — as soon as available, and in any event within 45 days after the close
                                            of each of the first three (3) Fiscal Quarters of each Fiscal Year of the Company a
                                            copy of the consolidated balance sheet of the Company and its Subsidiaries as of the last
                                            day of such Fiscal Quarter and the consolidated statements of income and cash flows of the
                                            Company and its Subsidiaries for such quarter and for the fiscal year-to-date period then
                                            ended, each in reasonable detail showing in comparative form the figures for the corresponding
                                            date and period in the previous Fiscal Year, prepared by the Company in accordance with GAAP
                                            and certified to by its chief financial officer or another officer of the Company acceptable
                                            to the Required Holders (the filing within the time period specified above of the Company’s
                                            Form 10-Q for such Fiscal Quarter on the EDGAR system shall satisfy this requirement);



 


		(b)	Annual
                                            Statements — as soon as available, and in any event within 90 days after the end
                                            of each Fiscal Year of the Company, duplicate copies of



 


		(i)	a
                                            consolidated balance sheet of the Company and its Subsidiaries as at the end of such year,
                                            and



 


		(ii)	consolidated
                                            statements of income, changes in stockholders’ equity and cash flows of the Company
                                            and its Subsidiaries for such year,



 


setting forth in each case in comparative form
the figures for the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon
of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly,
in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows
and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements
has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion
in the circumstances,


 


provided
that the filing within the time period specified above of the Company’s Form 10-K for such Fiscal Year (together
with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act, provided
that such annual report need not be filed until required to be filed pursuant to SEC requirements) prepared in accordance with the
requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b);


 






    16


     


    

 


		(c)	[Intentionally
                                            Omitted];



 


		(d)	Annual
                                            List of Subsidiaries. As soon as available, and in any event within 90 days after the
                                            close of each Fiscal Year of the Company, a complete and correct list that identifies as
                                            of the close of such Fiscal Year each of the Subsidiaries of the Company, showing, as to
                                            each such Subsidiary, whether such Subsidiary is an Unencumbered Asset Subsidiary, the correct
                                            name thereof, the jurisdiction of its organization, the percentage of shares of each class
                                            of its capital stock or similar equity interests outstanding owned by the Company and the
                                            other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying
                                            shares as required by law), a description of each class of its authorized capital stock and
                                            other equity interests and the number of shares or units of each class issued and outstanding;



 


		(e)	Annual
                                            Projections — as soon as available, and in any event within 90 days after the last
                                            day of each Fiscal Year of the Company, a copy of the Company’s consolidated projections
                                            for the then current Fiscal Year of revenues, expenses and balance sheet on a quarter-by-quarter
                                            basis, with such projections in reasonable detail prepared by the Company and in form satisfactory
                                            to the Required Holders (which shall include a summary of all significant assumptions made
                                            in preparing such business plan);



 


		(f)	SEC
                                            and Other Reports — promptly upon their becoming available, (i) one copy of
                                            each financial statement, report or notice sent by the Company or any Subsidiary to its principal
                                            lending banks as a whole (excluding any information sent to such banks in the ordinary course
                                            of administration of a bank facility, such as information relating to pricing and borrowing
                                            availability), and (ii) each report on Form 8-K (or any similar successor form)
                                            and all amendments thereto (which documents may be delivered by email) filed by the Company
                                            or any Subsidiary with the SEC;



 


		(g)	Notice
                                            of Default or Event of Default — promptly, and in any event within five days after
                                            a Responsible Officer becoming aware of the existence of any Default or Event of Default
                                            or that any Person has given any notice or taken any action with respect to a claimed default
                                            hereunder or that any Person has given any notice or taken any action with respect to a claimed
                                            default of the type referred to in Section 11(f), a written notice specifying the nature
                                            and period of existence thereof and what action the Company is taking or proposes to take
                                            with respect thereto;



 


		(h)	Notices
                                            from Governmental Authority — promptly, and in any event within 30 days of receipt
                                            thereof, copies of any notice to the Company or any Subsidiary from any federal or state
                                            Governmental Authority relating to any order, ruling, statute or other law or regulation
                                            that could reasonably be expected to have a Material Adverse Effect;



 






    17


     


    

 


		(i)	Other
                                            Notices — promptly after knowledge thereof shall have come to the attention of
                                            any Responsible Officer of the Company, written notice of any threatened or pending litigation
                                            or governmental or arbitration proceeding or labor controversy against the Company or any
                                            Subsidiary or any of their Property which, if adversely determined, could reasonably be expected
                                            to have a Material Adverse Effect;



 


		(j)	ERISA
                                            Matters — promptly, and in any event within five days after a Responsible Officer
                                            becoming aware of any of the following, a written notice setting forth the nature thereof
                                            and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect
                                            thereto:



 


		(i)	with
                                            respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and
                                            the regulations thereunder, for which notice thereof has not been waived pursuant to such
                                            regulations as in effect on the Execution Date; or



 


		(ii)	the
                                            taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution
                                            of, proceedings under section 4042 of ERISA for the termination of, or the appointment of
                                            a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of
                                            a notice from a Multi-employer Plan that such action has been taken by the PBGC with respect
                                            to such Multi-employer Plan; or



 


		(iii)	any
                                            event, transaction or condition that could result in the incurrence of any liability by the
                                            Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise
                                            tax provisions of the Code relating to employee benefit plans, or in the imposition of any
                                            Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant
                                            to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or
                                            Lien, taken together with any other such liabilities or Liens then existing, could reasonably
                                            be expected to have a Material Adverse Effect; and



 


		(k)	Requested
                                            Information — with reasonable promptness, such other data and information relating
                                            to the business, operations, affairs, financial condition, assets or properties of the Company
                                            or any of its Subsidiaries or relating to the ability of the Company to perform its obligations
                                            hereunder and under the Notes as from time to time may be reasonably requested by any such
                                            Purchaser or holder of Notes.



 


		(l)	Certain
                                            Investments and Acquisitions — if any investment or acquisition together with any
                                            other investments or acquisitions made during any Fiscal Quarter have an aggregate cost exceeding
                                            20% of the Total Asset Value of the Company and its Subsidiaries as of the last day of the
                                            most recently ended Fiscal Quarter for which financial statements have been delivered pursuant
                                            to Section 7.1, then for and concurrently with such investment or acquisition, a certificate
                                            of a Senior Financial Officer described in Section 7.2 showing the Company’s pro
                                            forma compliance with the covenants contained in Section 10.9 after giving effect to
                                            the proposed investment or acquisition, including giving effect in terms of additional asset
                                            value, liabilities incurred, if any, additional revenues and expenses associated therewith
                                            which have been contemplated and have been projected into the expected operating results
                                            and financial position of the Company for the Fiscal Quarter in which the investment or acquisition
                                            occurs.



 






    18


     


    

 


 7.2         Officer’s Certificate. Each set of financial statements delivered to a Purchaser or holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer, substantially in the form of Exhibit E attached hereto, setting forth:




 


		(a)	Covenant
                                            Compliance — (x) the information (including detailed calculations) required
                                            in order to establish whether the Company was in compliance with the requirements of Section 10.2,
                                            Section 10.8 and the requirements of any additional Financial Covenants incorporated
                                            herein pursuant to Section 10.9 during the quarterly or annual period covered by the
                                            statements then being furnished (including with respect to each such Section, where applicable,
                                            (i) the calculations of the maximum or minimum amount, ratio or percentage, as the case
                                            may be, permissible under the terms of such Sections, and the calculation of the amount,
                                            ratio or percentage then in existence, and (ii) a reconciliation from GAAP, as reflected
                                            in the statements then being furnished, to the calculation of the financial covenants in
                                            Section 10.2, Section 10.8 and any additional Financial Covenants incorporated
                                            herein pursuant to Section 10.9, after giving effect to the exclusion from GAAP of the
                                            effects of Accounting Standards Codification 825-10-25 (previously referred to as SFAS 159)
                                            or any successor or similar provision to the extent it relates to “fair value”
                                            accounting for liabilities), and (y) a listing of the Unencumbered Assets and Qualified
                                            Loans as of the end of the quarterly or annual period covered by the statements then being
                                            furnished; and



 


		(b)	Event
                                            of Default — a statement that such Senior Financial Officer has reviewed the relevant
                                            terms hereof and has made, or caused to be made, under his or her supervision, a review of
                                            the transactions and conditions of the Company and its Subsidiaries from the beginning of
                                            the quarterly or annual period covered by the statements then being furnished to the date
                                            of the certificate and that such review shall not have disclosed the existence during such
                                            period of any condition or event that constitutes a Default or an Event of Default or, if
                                            any such condition or event existed or exists (including, without limitation, any such event
                                            or condition resulting from the failure of the Company or any Subsidiary to comply with any
                                            Environmental Law), specifying the nature and period of existence thereof and what action
                                            the Company shall have taken or proposes to take with respect thereto.



 


		7.3	Visitation.
                                            The Company shall permit the representatives of each Purchaser and each holder of Notes
                                            that is an Institutional Investor:



 


		(a)	No
                                            Default — if no Default or Event of Default then exists, at the expense of such
                                            Purchaser or holder and upon reasonable prior notice to the Company, to visit the principal
                                            executive office of the Company, to discuss the affairs, finances and accounts of the Company
                                            and its Subsidiaries with the Company’s officers, and (with the consent of the Company,
                                            which consent will not be unreasonably withheld) its independent public accountants, and
                                            (with the consent of the Company, which consent will not be unreasonably withheld) to visit
                                            the other offices and properties of the Company and each Subsidiary, all at such reasonable
                                            times and as often as may be reasonably requested in writing; and



 


		(b)	Default
                                            — if a Default or Event of Default then exists, at the expense of the Company to
                                            visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine
                                            all their respective books of account, records, reports and other papers, to make copies
                                            and extracts therefrom, and to discuss their respective affairs, finances and accounts with
                                            their respective officers and independent public accountants (and by this provision the Company
                                            authorizes said accountants to discuss the affairs, finances and accounts of the Company
                                            and its Subsidiaries), all at such times and as often as may be requested.



 






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		8.	Prepayment
                                            of the Notes.



 


		8.1	Required
                                            Prepayments.



 


On each of the dates specified on Schedule
8.1 the Company will prepay the principal amount specified to be paid on such date (or such lesser principal amount as shall then
be outstanding) of the Notes at par and without payment of any Make-Whole Amount or other premium; provided that upon any partial
prepayment of the Notes pursuant to Section 8.2 or any partial purchase of Notes pursuant to Section 8.5, the principal amount
of each required prepayment of the Notes becoming due under this Section 8.1 on and after the date of such prepayment or purchase
shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment
or purchase.


 


As provided therein, the entire unpaid principal
balance of each Note shall be due and payable on May 17, 2033.


 


		8.2	Optional
                                            Prepayments with Make-Whole Amount.



 


The Company may, at its option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 (and increments
of $100,000 in excess thereof) of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, or
such lesser principal amount of the Notes as shall then be outstanding, at 100% of the principal amount so prepaid, plus interest thereon
to the prepayment date and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company
will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 5 Business Days and
not more than 60 days prior to the date (which shall be a Business Day) fixed for such prepayment. Each such notice shall specify such
date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by the registered
holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect
to such principal amount being prepaid and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth
the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate
of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.


 


		8.3	Allocation
                                            of Partial Prepayments.



 


In the case of each partial prepayment of the
Notes under Section 8.1 or Section 8.2, the principal amount prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore prepaid.


 






    20


     


    

 


		8.4	Maturity;
                                            Surrender, Etc.



 


In the case of each prepayment of Notes pursuant
to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for
such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable
Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any
Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued
in lieu of any prepaid principal amount of any Note.


 


		8.5	Purchase
                                            of Notes.



 


The Company will not, and will not permit any
Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (i) upon
the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes, or (ii) pursuant to a written
offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding
upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment,
prepayment or purchase of Notes pursuant to any provision of this Agreement, and no Notes may be issued in substitution or exchange for
any such Notes.


 


		8.6	Make-Whole
                                            Amount.



 


The term “Make-Whole Amount”
means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with
respect to the Called Principal of such Note over the amount of such Called Principal; provided that the Make-Whole Amount may
in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:


 


“Called Principal”
means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared
to be immediately due and payable pursuant to Section 12.1, as the context requires.


 


“Discounted Value”
means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect
to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance
with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes
is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 






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“Reinvestment Yield”
means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the
 “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement
Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace
Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”)
having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S.
Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined
by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating
linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury
securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than
such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate
of the applicable Note.


 


If such yields are not Reported
or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield”
means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the
U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable
successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal
as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such
implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported
with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with
the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places
as appears in the interest rate of the applicable Note.


 


“Remaining Average
Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal
into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day
months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment.


 






    22


     


    

 


“Remaining Scheduled
Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon
that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior
to its scheduled due date; provided that if such Settlement Date is not a date on which interest payments are due to be made under
the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued
to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.


 


“Settlement Date”
means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2,
or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 


		9.	Affirmative
                                            Covenants



 


The Company covenants that from the Execution
Date until the Funding and thereafter, so long as any of the Notes are outstanding or any amounts owing under the Transaction Documents
remain unpaid:


 


		9.1	Compliance
                                            with Laws and Contractual Obligations.



 


		(a)	Without
                                            limiting Section 10.11, the Company will, and will cause each of its Subsidiaries to,
                                            comply with (i) all laws, ordinances or governmental rules or regulations to which
                                            each of them is subject, including, without limitation, ERISA, the USA PATRIOT Act, Environmental
                                            Laws, and the other laws and regulations that are referenced in Section 5.16, and will
                                            obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental
                                            authorizations necessary to the ownership of their respective Properties or to the conduct
                                            of their respective businesses and (ii) all contractual obligations, in each case to
                                            the extent necessary to ensure that non-compliance with such laws, ordinances or governmental
                                            rules or regulations or failures to obtain or maintain in effect such licenses, certificates,
                                            permits, franchises and other governmental authorizations or non-compliance with such contractual
                                            obligations could not, individually or in the aggregate, reasonably be expected to have a
                                            Material Adverse Effect.



 






    23


     


    

 


		(b)	Without
                                            limiting the agreements set forth in Section 9.1(a) above, for each of its owned
                                            Properties, respectively, the Company will, and will cause each of its Subsidiaries to, require
                                            that each tenant and subtenant, if any, of any of the Properties or any part thereof, at
                                            all times, do the following to the extent the failure to do so, individually or in the aggregate,
                                            could reasonably be expected to have a Material Adverse Effect: (i) comply in all material
                                            respects with all applicable Environmental Laws; (ii) obtain and maintain in full force
                                            and effect all material governmental approvals required by any applicable Environmental Law
                                            for operations at each of the Properties; (iii) cause to be cured any material violation
                                            by it or at any of the Properties of applicable Environmental Laws; (iv) not allow the
                                            presence or operation at any of the Properties of any (1) landfill or dump or (2) hazardous
                                            waste management facility or solid waste disposal facility as defined pursuant to applicable
                                            Environmental Law; (v) not manufacture, use, generate, transport, treat, store, Release,
                                            dispose or handle any Hazardous Material at any of the Properties except in the ordinary
                                            course of its business and in de minimis amounts; (vi) within ten (10) Business
                                            Days notify the holders of Notes in writing of, and provide any reasonably requested documents
                                            upon learning of, any of the following in connection with the Company or any Subsidiary or
                                            any of the Properties: (1) any material Environmental Liability, (2) any material
                                            Environmental Claim, (3) any material violation of an Environmental Law or material
                                            Release, threatened Release or disposal of a Hazardous Material, (4) any restriction
                                            on the ownership, occupancy, use or transferability arising pursuant to any (x) Release,
                                            threatened Release or disposal of a Hazardous Material or (y) Environmental Law, or
                                            (5) any environmental, natural resource, health or safety condition, which could reasonably
                                            be expected to have a Material Adverse Effect; (vii) conduct at its expense any investigation,
                                            study, sampling, testing, abatement, cleanup, removal, remediation or other response action
                                            necessary to remove, remediate, clean up or abate any material Release, threatened Release
                                            or disposal of a Hazardous Material as required by any applicable Environmental Law; (viii) abide
                                            by and observe any restrictions on the use of the Properties imposed by any Governmental
                                            Authority as set forth in a deed or other instrument affecting the Company’s or any
                                            Subsidiary’s interest therein; (ix) promptly provide or otherwise make available
                                            to the holders of Notes any reasonably requested environmental record concerning the Properties
                                            which the Company or any Subsidiary possesses or can reasonably obtain; and (x) perform,
                                            satisfy, and implement any operation or maintenance actions required by any Governmental
                                            Authority or Environmental Law, or included in any no further action letter or covenant not
                                            to sue issued by any Governmental Authority under any Environmental Law.



 


		9.2	Insurance.



 


The Company will, and will cause each of its
Subsidiaries to, maintain and cause their respective tenants to maintain, with financially sound and reputable insurers, insurance with
respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in
such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is
customary in the case of entities of established reputations engaged in the same or a similar business, similarly situated, and operating
like Properties. The Company shall, upon the request of the Required Holders, furnish to the holders of Notes certificates of insurance
setting forth in summary form the nature and extent of the insurance maintained on the Properties.


 






    24


     


    

 


		9.3	Maintenance
                                            of Properties.



 


The Company will, and will cause each of its
Subsidiaries to, maintain and keep, or cause to be maintained and kept (including, without limitation, by their respective tenants),
their respective Properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried
on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company
or any Subsidiary from discontinuing the operation and the maintenance of any of its Properties if such discontinuance is desirable in
the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


		9.4	Payment
                                            of Taxes and Claims.



 


The Company will cause each of its tenants to
duly pay and discharge, all taxes, rates, assessments, fees, and governmental charges upon or against it or its Property relating to
such Property, that individually or collectively would materially impair the value of such Property, and in each case before the same
become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by
appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor.


 


The Company will, and will cause each of its
Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and
payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their Properties,
assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims
for which sums have become due and payable that have or might become a Lien on Properties or assets of the Company or any Subsidiary,
provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the
amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary, or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not
reasonably be expected to have a Material Adverse Effect.


 


		9.5	Maintenance
                                            of Existence, Etc.



 


Subject to Section 10.2, the Company will
at all times preserve and keep in full force and effect its corporate or similar existence and the corporate or similar existence of
each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and
its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force
and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.


 






    25


     


    

 


		9.6	Books and Records.



 


The Company will, and will cause each of its
Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental
Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.


 


		9.7	Maintenance
                                            of REIT Status.



 


The Company will, at all times, conduct its affairs
and the affairs of its Subsidiaries in a manner so as to continue to qualify as a REIT and elect to be treated as a REIT under all applicable
laws, rules and regulations.


 


		9.8	Listing
                                            of Common Stock; Filing of Reports.



 


The Company will (i) at all times cause
its common stock to be duly listed on the New York Stock Exchange, the American Stock Exchange or the National Association of Securities
Dealers Automated Quotation or other national stock exchange, and (ii) timely file all reports required to be filed by it with the
New York Stock Exchange, the American Stock Exchange or the National Association of Securities Dealers Automated Quotation and the Securities
and Exchange Commission.


 


		9.9	Limitations
                                            on Guaranties of Indebtedness.



 


Concurrent with (i) any Subsidiary issuing
Unsecured Debt or becoming a guarantor or other obligor with respect to Unsecured Debt, or (ii) any Secured Debt becoming Unsecured
Debt, the Company shall cause each Subsidiary described in clause (i) and each Subsidiary which is the issuer or a guarantor or
other obligor with respect to Unsecured Debt described in clause (ii) (if the applicable Subsidiary is not then a guarantor or other
obligor of the Notes) to execute and deliver to the holders of the Notes a guaranty of the obligations evidenced by the Notes, together
with such other instruments, documents, certificates and opinions reasonably required by the Required Holders in connection therewith,
each of the foregoing being in form and substance customary and appropriate for financings of this type.


 


		9.10	Information
                                            Required by Rule 144A.



 


Upon the request of the holder of any Note, the
Company will promptly provide to such holder, and to any Qualified Institutional Buyer designated by such holder, such financial and
other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements
of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to
the reporting requirements of section 13 or 15(d) of the Exchange Act.


 


The parties hereto hereby agree that although
it will not be a Default or an Event of Default if the Company fails to comply with any provision of this Section 9 on or after
the Execution Date and prior to the Funding, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes
on the date of the Funding that is specified in Section 3.


 






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		10.	Negative
                                            Covenants.



 


The Company further covenants that from the Execution
Date until the Funding and thereafter, so long as any of the Notes are outstanding or any amounts owing under the Transaction Documents
remain unpaid:


 


		10.1	Liens,
                                            Etc.



 


The Company will not, nor shall it permit any
Subsidiary to, create, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however,
that the foregoing shall not apply to nor operate to prevent any Permitted Liens. Without limitation of the immediately preceding sentence,
the Company will not permit any Principal Credit Facility (including the Credit Agreement and any Other Note Agreement) to be secured
by any consensual Lien unless the Notes are simultaneously secured pursuant to terms and provisions, including an intercreditor agreement,
satisfactory to the Required Holders.


 


		10.2	Mergers,
                                            Consolidations, Divisions and Sales.



 


The Company will not merge, divide or consolidate
with or into, or convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) any of its Property
(whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or permit any Subsidiary
to do so; provided, however, that the Company may merge or consolidate with another Person, including a Subsidiary, if
(A) the Company is the surviving corporation, (B) the Company will be in pro forma compliance with all provisions of this Agreement
upon and after such merger or consolidation, and (C) the Company will not engage in any material line of business substantially
different from that engaged in on the Execution Date and; provided further, that so long as no Default or Event of Default exists
this Section shall not apply to nor operate to prevent:


 


		(a)	the
                                            sale, transfer or other disposition of Property of the Company and its Subsidiaries to one
                                            another in the ordinary course of its business;



 


		(b)	the
                                            merger of any Subsidiary with and into the Company or any other Subsidiary, provided
                                            that, in the case of any merger involving the Company, the Company is the corporation surviving
                                            the merger;



 


		(c)	the
                                            sale, transfer or other disposition of (i) any tangible personal property that, in the
                                            reasonable business judgment of the Company or its Subsidiary, has become obsolete or worn
                                            out, and which is disposed of in the ordinary course of business, or (ii) for the avoidance
                                            of doubt, capital stock of the Company held by the Company as treasury stock; and



 


		(d)	the
                                            sale, transfer or other disposition of Property of the Company or any Subsidiary (including
                                            any disposition of Property as part of a sale and leaseback transaction); provided,
                                            that if the Gross Book Value of such sale, transfer or disposition during any Fiscal Quarter
                                            exceeds $10,000,000 and together with any other sales, transfers or dispositions made during
                                            such Fiscal Quarter in the aggregate exceed an amount equal to $100,000,000, then for such
                                            sales, transfers or dispositions, the Company shall provide to the holders of Notes covenant
                                            calculations for the covenants contained in Section 10.8, showing that, after giving
                                            effect to such sales, transfers or dispositions, the Company shall be in pro forma compliance
                                            with such covenants for the Fiscal Quarter then most recently ended for which financial statements
                                            have been provided hereunder.



 






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		10.3	No
                                            Burdensome Contracts with Affiliates.



 


The Company shall not, nor shall it permit any
Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than with Wholly-owned Subsidiaries)
on terms and conditions which are less favorable to the Company or such Subsidiary than would be usual and customary in similar contracts,
agreements or business arrangements between Persons not affiliated with each other.


 


		10.4	No
                                            Changes in Fiscal Year.



 


The Fiscal Year of the Company ends on December 31st
of each year; and the Company shall not change its Fiscal Year from its present basis.


 


		10.5	Change
                                            in the Nature of Business.



 


The Company will not, nor shall it permit any
Subsidiary to, engage in any business or activity if as a result the general nature of the business of the Company and its Subsidiaries
would be changed in any material respect from the general nature of the business engaged in by it as of the Execution Date. As of the
Execution Date, the general nature of the business of the Company and its Subsidiaries is primarily the business of the acquisition,
financing and ownership of Senior Housing Assets and other business activities incidental thereto.


 


		10.6	Use
                                            of Proceeds of Notes.



 


The Company will not use the credit extended
under this Agreement for any purpose other than solely the purposes set forth in, or otherwise contemplated by, Section 5.14 hereof.


 


		10.7	No
                                            Restrictions.



 


Except as provided herein, the Company will not,
nor will it permit any Subsidiary (except for bankruptcy remote subsidiaries established in connection with (i) any securitization
or participation transaction or with any Permitted Lien, or (ii) any ownership of fee simple real estate Properties not exceeding
$200,000,000 individually or in the aggregate) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of the Company or any Subsidiary to: (a) pay dividends or make
any other distributions on any Subsidiary’s capital stock or other equity interests owned by the Company or any other Subsidiary,
(b) pay any indebtedness owed to the Company or any other Subsidiary, (c) make loans or advances to the Company or any other
Subsidiary, (d) transfer any of its Property to the Company or any other Subsidiary, provided however, that the foregoing
does not impose any limitation on transfers of property that is subject to a Permitted Lien, or (e) guarantee the obligations evidenced
by the Notes or under this Agreement and/or grant Liens on its assets to a collateral agent for the ratable benefit of the holders from
time to time of the Notes, the Other Noteholders, the Lenders under (and as defined in) the Credit Agreement and other indebtedness as
required by the Transaction Documents.


 






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		10.8	Financial
                                            Covenants.



 


		(a)	Maximum
                                            Total Indebtedness to Total Asset Value Ratio. As of the last day of each Fiscal Quarter
                                            of the Company, the Company shall not permit the ratio of Total Indebtedness to Total Asset
                                            Value to be greater than 0.60 to 1.00.



 


		(b)	Maximum
                                            Secured Debt to Total Asset Value Ratio. As of the last day of each Fiscal Quarter of
                                            the Company, the Company shall not permit the ratio of Secured Debt to Total Asset Value
                                            to be greater than 0.35 to 1.00.



 


		(c)	Maximum
                                            Unsecured Debt to Unencumbered Asset Value. As of the last day of each Fiscal Quarter
                                            of the Company, the Company shall not permit the ratio of Unsecured Debt to Unencumbered
                                            Asset Value to be greater than 0.60 to 1.00.



 


		(d)	Minimum
                                            EBITDA to Fixed Charges Ratio. As of the last day of each Rolling Period of the Company,
                                            the Company shall not permit the ratio of EBITDA for such Rolling Period to Fixed Charges
                                            for such Rolling Period to be less than 1.50 to 1.00.



 


		(e)	Maintenance
                                            of Tangible Net Worth. The Company shall not permit at any time Tangible Net Worth to
                                            be less than the sum of (a) $834,451,000 plus (b) 75% of the aggregate net
                                            proceeds received by the Company or any of its Subsidiaries after December 31, 2020
                                            in connection with any offering of capital stock or other equity interests of the Company
                                            or the Subsidiaries, but only to the extent that such net proceeds are not used to redeem
                                            existing capital stock or other equity interests of the Company or the Subsidiaries.



 


 10.9        Two-Way Most Favored Lender. If at any time after November 19, 2021 the Credit Agreement is amended or otherwise modified, or any agreement related to the Credit Agreement is entered into or is amended or otherwise modified, and as a result of any of the foregoing any Financial Covenant for the Bank Facility is modified (whether in a manner to be more beneficial or less beneficial to the lenders under the Credit Agreement) or eliminated, or any Financial Covenant is added for the Bank Facility (in each such case, a “Modified Bank Financial Covenant”), then (i) the corresponding Financial Covenant in this Agreement shall be deemed automatically modified in such manner or eliminated, as the case may be, or such additional Financial Covenant for the Bank Facility shall be deemed automatically incorporated by reference, in each case mutatis mutandis, as if such modified or additional Financial Covenant were set forth fully herein or such eliminated Financial Covenant were deleted herefrom, as applicable, and (ii) the Company shall promptly, and in any event within five (5) Business Days after entering into any such Modified Bank Financial Covenant, advise the holders of Notes in writing of such Modified Bank Financial Covenant. Thereafter, upon the request of the Required Holders, the Company shall enter into an amendment to this Agreement with the Required Holders evidencing the incorporation of such Modified Bank Financial Covenant, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the effectiveness of the deemed modification or elimination, as the case may be, of the applicable Financial Covenant in this Agreement, or the incorporation by reference into this Agreement of the applicable additional Financial Covenant, in each case as described in clause (i) of the immediately preceding sentence.




 






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Notwithstanding anything
to the contrary in the immediately preceding paragraph of this Section 10.9: (i) no such modification of a Financial Covenant
that would be less beneficial to the holders of the Notes, and no such elimination of a Financial Covenant, shall be effective if a Default
or Event of Default has occurred and is continuing immediately prior to the time such Modified Bank Financial Covenant or elimination
of a Financial Covenant becomes effective; (ii) no modification or series of modifications effected pursuant to the provisions of
this Section 10.9 shall be effective to: (A) increase the maximum permitted ratio of Total Indebtedness to Total Asset Value
as set forth in Section 10.8(a) of this Agreement to a level greater than 0.60 to 1.00 (provided that such Financial Covenant
shall be calculated on a basis consistent with the manner in which it was calculated on the date hereof pursuant to this Agreement) or
eliminate such Financial Covenant set forth in Section 10.8(a) from this Agreement; (B) increase the maximum permitted
ratio of Secured Debt to Total Asset Value as set forth in Section 10.8(b) of this Agreement to a level greater than 0.40 to
1.00 (provided that such Financial Covenant shall be calculated on a basis consistent with the manner in which it was calculated on the
date hereof pursuant to this Agreement) or eliminate such Financial Covenant set forth in Section 10.8(b) from this Agreement;
(C)(1) increase the maximum permitted ratio of Unsecured Debt of the Company and its Subsidiaries to Unencumbered Asset Value as
set forth in Section 10.8(c) of this Agreement to a level greater than 0.6667 to 1.0000 (provided that such Financial Covenant
shall be calculated on a basis consistent with the manner in which it was calculated on the date hereof pursuant to this Agreement),
(2) modify the definition of “Capitalization Rate” such that the capitalization rate for assisted living facilities
would be lower than 7.00%, skilled nursing facilities would be lower than 8.50%, Non-Government Reimbursed Properties that are independent
living facilities would be lower than 6.50%, hospitals would be lower than 9.00%, Non-Government Reimbursed Properties that are not independent
living facilities would be lower than 7.00%, or other Government Reimbursed Properties would be lower than 9.00%, or (3) eliminate
such Financial Covenant set forth in Section 10.8(c) from this Agreement unless (x) such Financial Covenant is replaced
with a Financial Covenant prohibiting the ratio of Total Asset Value (but computed solely for unencumbered assets of the Company and
its Subsidiaries) to Unsecured Debt, or a formulation for such replacement Financial Covenant which is substantially similar thereto,
from being less than 1.50 to 1.00 as of the last day of each Fiscal Quarter of the Company, (y) a customary priority debt covenant
satisfactory to the Required Holders is added to Section 10.8 and (z) Section 10.1 is modified in a manner consistent
with such newly added priority debt covenant and reasonably satisfactory to the Required Holders, provided that if such Financial
Covenant set forth in Section 10.8(c) is eliminated as provided in this clause (C)(3), then, unless such Financial Covenant
is subsequently reinstated, the immediately preceding clauses (C)(1) and (C)(2) will not be applicable; (D) decrease the
minimum required ratio of EBITDA for any Rolling Period to Fixed Charges for such Rolling Period as set forth in Section 10.8(d) of
this Agreement to a level less than 1.50 to 1.00 (provided that such Financial Covenant shall be calculated on a basis consistent with
the manner in which it was calculated on the date hereof pursuant to this Agreement) or eliminate such Financial Covenant set forth in
Section 10.8(d) from this Agreement; or (E) modify any defined terms applicable to or used in the calculation of any Financial
Covenant; and (iii) in the event the Bank Facility is terminated, all Financial Covenants hereunder shall be unaffected and shall
remain in effect in the same manner as they existed immediately prior to such termination. For the avoidance of doubt, (i) any proposed
changes to any Financial Covenant pursuant to this Section 10.9 which exceed, or are less than (as applicable), the thresholds set
forth in clause (ii) above (when calculated on a basis consistent with the manner in which such Financial Covenant was calculated
on the date hereof pursuant to this Agreement and not according to any other method of calculation set forth in any Modified Bank Financial
Covenant adopted after the date hereof), shall remain unmodified and shall not become effective and (ii) if, following the date
hereof, any Financial Covenant remains unmodified in the circumstances described in clause (i) of this sentence following the adoption
of a Modified Bank Financial Covenant, such unmodified Financial Covenant shall continue to be calculated for purposes of Section 10.8
solely on a basis consistent with the manner in which such Financial Covenant was calculated on the date hereof pursuant to this Agreement
and not according to any other method of calculation set forth in any Modified Bank Financial Covenant, and any breach of such unmodified
Financial Covenant shall constitute an Event of Default, pursuant to the terms of Section 11 hereunder, notwithstanding the fact
that the Company may be in compliance with such ineffective Modified Bank Financial Covenant at such time.


 






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10.10      Redemption
                                            of Stock, Etc. The Company will not, and will not permit any Subsidiary to, (a) redeem,
                                            purchase or otherwise acquire, refinance or repay any preferred stock of the Company or any
                                            Subsidiary if an Event of Default exists at such time or immediately after giving effect
                                            thereto, or (b) redeem, purchase or otherwise acquire, refinance or repay any preferred
                                            stock of the Company or any Subsidiary with the proceeds from, or in exchange for, the issuance
                                            of capital stock which is mandatorily redeemable, preferred stock which is redeemable at
                                            the election of the holder thereof or preferred stock with respect to which any holder thereof
                                            has a put or similar right to require the Company or any Subsidiary to purchase, re-purchase
                                            or otherwise acquire such preferred stock.


 


		10.11	Economic
                                            Sanctions, Etc.



 


The Company will not, and will not permit any
Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked
Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing
or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any
Purchaser or holder or any affiliate of such Purchaser or holder to be in violation of, or subject to sanctions under, any law or regulation
applicable to such Purchaser or holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws


 


The parties hereto hereby agree that although
it will not be a Default or an Event of Default if the Company fails to comply with any provision of this Section 10 on or after
the Execution Date and prior to the Funding, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes
on the date of Funding that is specified in Section 3.


 






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		11.	Events
                                            Of Default.



 


An “Event of Default” shall
exist if any of the following conditions or events shall occur and be continuing:


 


		(a)	the
                                            Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note
                                            when the same becomes due and payable, whether at maturity or at a date fixed for prepayment
                                            or by declaration or otherwise; or



 


		(b)	the
                                            Company defaults in the payment of any interest on any Note for more than three Business
                                            Days after the same becomes due and payable; or



 


		(c)	the
                                            Company defaults in the performance of or compliance with any term contained in Sections
                                            9.5 (to the extent that Section 9.5 pertains to the maintenance and keeping in full
                                            force and effect of the Company’s existence), 9.9 or 10; or



 


		(d)	the
                                            Company defaults in the performance of or compliance with any term contained herein (other
                                            than those referred to in paragraphs (a), (b) and (c) of this Section 11)
                                            or in any other Transaction Document and such default is not remedied within 30 days after
                                            the earlier of (i) a Responsible Officer obtaining actual knowledge of such default,
                                            and (ii) the Company receiving written notice of such default from any holder of a Note
                                            (any such written notice to be identified as a “notice of default” and to refer
                                            specifically to this paragraph (d) of Section 11); or



 


		(e)	any
                                            representation or warranty made in writing by or on behalf of the Company or by any officer
                                            of the Company in this Agreement or in any other Transaction Document or in any writing furnished
                                            in connection with the transactions contemplated hereby or thereby proves to have been false
                                            or incorrect in any material respect on the date as of which made; or



 


		(f)	(i) the
                                            Company or any Subsidiary is in default (as principal or as guarantor or other surety) in
                                            the payment of any principal of or premium or make-whole amount or interest on any Indebtedness
                                            for Borrowed Money that is outstanding beyond any period of grace provided with respect thereto,
                                            or (ii) the Company or any Subsidiary is in default in the performance of or compliance
                                            with any term of any evidence of any Indebtedness for Borrowed Money or of any mortgage,
                                            indenture or other agreement relating thereto or any other condition exists, and as a consequence
                                            of such default or condition such Indebtedness for Borrowed Money has become, or has been
                                            declared (or one or more Persons are entitled to declare such Indebtedness for Borrowed Money
                                            to be), due and payable before its stated maturity or before its regularly scheduled dates
                                            of payment, or (iii) as a consequence of the occurrence or continuation of any event
                                            or condition (other than the passage of time or the right of the holder of Indebtedness for
                                            Borrowed Money to convert such Indebtedness for Borrowed Money into equity interests), (x) the
                                            Company or any Subsidiary has become obligated to purchase or repay Indebtedness for Borrowed
                                            Money before its regular maturity or before its regularly scheduled dates of payment, or
                                            (y) one or more Persons have the right to require the Company or any Subsidiary so to
                                            purchase or repay such Indebtedness for Borrowed Money; provided that (i) the
                                            aggregate amount of all Indebtedness for Borrowed Money to which such a payment default shall
                                            occur and be continuing or such a failure or other event causing or permitting acceleration
                                            (or resale to the Company or any Subsidiary) shall occur and be continuing exceeds 3% of
                                            the Applicable Total Asset Value or (ii) if such default results solely from a payment
                                            not paid when due, there shall be a five (5) day cure period so long as the maturity
                                            date with respect to the subject Indebtedness for Borrowed Money has not been accelerated;
                                            or



 






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		(g)	the
                                            Company or any Subsidiary (i) is generally not paying, or admits in writing its inability
                                            to pay, its debts as they become due, (ii) files, or consents by answer or otherwise
                                            to the filing against it of, a petition for relief or reorganization or arrangement or any
                                            other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
                                            reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an
                                            assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian,
                                            receiver, trustee or other officer with similar powers with respect to it or with respect
                                            to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated,
                                            or (vi) takes corporate action for the purpose of any of the foregoing; or



 


		(h)	a
                                            court or Governmental Authority of competent jurisdiction enters an order appointing, without
                                            consent by the Company or any of the Subsidiaries, a custodian, receiver, trustee or other
                                            officer with similar powers with respect to it or with respect to any substantial part of
                                            its property, or constituting an order for relief or approving a petition for relief or reorganization
                                            or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy
                                            or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
                                            of the Company or any of the Subsidiaries, or any such petition shall be filed against the
                                            Company or any of the Subsidiaries and such petition shall not be dismissed within 60 days;
                                            or



 


		(i)	one
                                            or more final judgments or orders (including any such final order enforcing a binding arbitration
                                            decision) for the payment of money in an aggregate amount in excess of $25,000,000 (except
                                            to the extent fully covered by insurance pursuant to which the insurer has accepted liability
                                            therefor in writing) are rendered against one or more of the Company and its Subsidiaries
                                            and which judgments or orders are not, within 30 days after entry thereof, bonded, discharged
                                            or stayed pending appeal, or are not discharged within 30 days after the expiration of such
                                            stay;



 






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		(j)	if
                                            (i) any Plan shall fail to satisfy the minimum funding standards of the Pension Funding
                                            Rules for any plan year or part thereof or a waiver of such standards or extension of
                                            any amortization period is sought or granted under the Pension Funding Rules, (ii) a
                                            notice of intent to terminate any Plan shall have been or is reasonably expected to be filed
                                            with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate
                                            or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or
                                            any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the
                                            aggregate “amount of unfunded benefit liabilities” (within the meaning of section
                                            4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall
                                            exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is
                                            reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty
                                            or excise tax provisions of the Code relating to employee benefit plans, (v) the Company
                                            or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or
                                            any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment
                                            welfare benefits in a manner that would increase the liability of the Company or any Subsidiary
                                            thereunder; and any such event or events described in clauses (i) through (vi) above,
                                            either individually or together with any other such event or events, could reasonably be
                                            expected to have a Material Adverse Effect; or



 


		(k)	a
                                            Change of Control shall occur; or



 


		(l)	there
                                            shall be a determination from the applicable Governmental Authority from which no appeal
                                            can be taken that the Company’s tax status as a REIT has been lost; or



 


		(m)	the
                                            Company at any time hereafter fails to cause its common stock to be duly listed on the New
                                            York Stock Exchange, the American Stock Exchange or the National Association of Securities
                                            Dealers Automated Quotation; or



 


		(n)	any
                                            provision of any Transaction Document shall for any reason (other than pursuant to the terms
                                            thereof) cease to be valid and binding on or enforceable in any material respect against
                                            the Company, or the Company shall so state in writing.



 


As used in Section 11(j), the terms “employee
benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms
in section 3 of ERISA.


 






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		12.	Remedies
                                            On Default, Etc.



 


		12.1	Acceleration.



 


		(a)	If
                                            an Event of Default with respect to the Company described in Section 11(g) or (h) (other
                                            than an Event of Default described in clause (i) of Section 11(g) or described
                                            in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses
                                            clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall
                                            automatically become immediately due and payable.



 


		(b)	If
                                            any Event of Default described in Section 11(a) or (b) has occurred and is
                                            continuing, in addition to any action that may be taken pursuant to Section 12.1(c),
                                            any holder or holders of Notes at the time outstanding affected by such Event of Default
                                            may at any time, at its or their option, by notice or notices to the Company, declare all
                                            the Notes held by it or them to be immediately due and payable.



 


		(c)	If
                                            any other Event of Default has occurred and is continuing, any holder or holders of a majority
                                            in principal amount of the Notes at the time outstanding may at any time at its or their
                                            option, by notice or notices to the Company, declare all the Notes then outstanding to be
                                            immediately due and payable.



 


Upon any Notes becoming due and payable under
this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount
of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon
at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted
by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right
to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the
provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of
an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.


 


		12.2	Other
                                            Remedies.



 


If any Default or Event of Default has occurred
and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1,
the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit
in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or
for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or
thereby or by law or otherwise.


 






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		12.3	Rescission.



 


At any time after any Notes have been declared
due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not less than a majority in principal amount
of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the
Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable
and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and
(to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company
nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default
and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been
waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto
or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or
Default or impair any right consequent thereon.


 


		12.4	No
                                            Waivers or Election of Remedies, Expenses, Etc.



 


No course of dealing and no delay on the part
of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Note or any other Transaction Document upon any
holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at
law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay
to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred
in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses
and disbursements.


 


		13.	Registration;
                                            Exchange; Substitution Of Notes



 


		13.1	Registration
                                            of Notes.



 


The Company shall keep at its principal executive
office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder
of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered
in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner
or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note
that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered
holders of Notes.


 






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		13.2	Transfer
                                            and Exchange of Notes.



 


Upon surrender of any Note to the Company at
the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or
exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by
the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address
and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company
shall execute and deliver, at the Company’s expense (except as provided below), one or more replacement Notes (as requested by
the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.
Each such replacement Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A.
Each such replacement Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note
or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient
to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations
of less than $1,000,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by its acceptance of a Note registered in its name
(or the name of its nominee), shall be deemed to have made the representation set forth in Sections 6.2 and 6.3.


 


		13.3	Replacement
                                            of Notes.



 


Upon receipt by the Company at the address and
to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor,
notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and


 


		(a)	in
                                            the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided
                                            that if the holder of such Note is, or is a nominee for, an original Purchaser or another
                                            holder of a Note with a minimum net worth of at least $5,000,000 or a Qualified Institutional
                                            Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory),
                                            or



 


		(b)	in
                                            the case of mutilation, upon surrender and cancellation thereof,



 


within ten Business Days thereafter, the Company
at its own expense shall execute and deliver, in lieu thereof, a replacement Note, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note if no interest shall have been paid thereon; provided, that in no event shall the Company be required to pay any
interest or principal with respect to a replacement Note if such amounts have previously been paid with respect to the original Note.


 






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		14.	Payments
                                            On Notes



 


		14.1	Place
                                            of Payment.



 


Subject to Section 14.2, payments of principal,
Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office
of JPMorgan Chase Bank in such jurisdiction. The holder of a Note may at any time, by notice to the Company, change the place of payment
of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal
office of a bank or trust company in such jurisdiction.


 


		14.2	Home
                                            Office Payment.



 


So long as any Purchaser or its nominee shall
be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will
pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due under the
Transaction Documents by the method and at the address specified for such purpose below such Purchaser’s name on the Purchaser
Schedule, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in
writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon
written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser
shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office
or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by any Purchaser or its nominee such Purchaser will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a replacement
Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor
that is the direct or indirect transferee of any Note purchased by any Purchaser under this Agreement and that has made the same agreement
relating to such Note as each Purchaser has made in this Section 14.2.


 


		15.	Expenses,
                                            Etc.



 


		15.1	Transaction
                                            Expenses.



 


Whether or not the transactions contemplated
hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel
and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers or any holder of a Note in connection
with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or
any of the other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation:
(a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under
this Agreement, the Notes or any of the other Transaction Documents or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement, the Notes or any of the other Transaction Documents, or by reason of being
a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated
hereby, by the Notes and the other Transaction Documents. The Company will pay, and will save each Purchaser and each other holder of
a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders.


 






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		15.2	Survival.



 


The obligations of the Company under this Section 15
will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes,
and the termination of this Agreement.


 


		16.	Survival
                                            Of Representations And Warranties; Entire Agreement



 


All representations and warranties contained
herein or in any of the other Transaction Documents shall survive the execution and delivery of this Agreement, the Notes and the other
Transaction Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of
any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf
of any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf
of the Company pursuant to this Agreement or any of the other Transaction Documents shall be deemed representations and warranties of
the Company under this Agreement or such other Transaction Document. Subject to the preceding sentence, this Agreement, the Notes and
the other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all
prior agreements and understandings relating to the subject matter hereof.


 


		17.	Amendment
                                            And Waiver



 


		17.1	Requirements.



 


This Agreement and the Notes may be amended,
and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent
of the Company and the Required Holders, except that:


 


		(a)	no
                                            amendment or waiver of any of Sections 1, 2, 3, 4, 5 or 6 hereof, or any defined term (as
                                            it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser
                                            in writing; and



 


		(b)	no
                                            amendment or waiver may, without the written consent of each Purchaser and the holder of
                                            each Note at the time outstanding, (i) subject to Section 12 relating to acceleration
                                            or rescission, change the amount or time of any prepayment or payment of principal of, or
                                            reduce the rate or change the time of payment or method of computation of (x) interest
                                            on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal
                                            amount of the Notes the holders of which are required to consent to any amendment or waiver
                                            or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2
                                            upon the satisfaction of the conditions to Funding in Section 4, or (iii) amend
                                            any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a),
                                            11(b), 12, 17 or 20.



 






    39


     


    

 


		17.2	Solicitation
                                            of Holders of Notes.



 


		(a)	Solicitation.
                                            The Company will provide each Purchaser and each holder of the Notes (irrespective of the
                                            amount of Notes then owned by it) with sufficient information, sufficiently far in advance
                                            of the date a decision is required, to enable such Purchaser or holder to make an informed
                                            and considered decision with respect to any proposed amendment, waiver or consent in respect
                                            of any of the provisions hereof or of the Notes. The Company will deliver executed or true
                                            and correct copies of each amendment, waiver or consent effected pursuant to the provisions
                                            of this Section 17 to each holder of outstanding Notes promptly following the date on
                                            which it is executed and delivered by, or receives the consent or approval of, the requisite
                                            Purchasers or holders of Notes.



 


		(b)	Payment.
                                            The Company will not directly or indirectly pay or cause to be paid any remuneration, whether
                                            by way of supplemental or additional interest, fee or otherwise, or grant any security or
                                            provide other credit support, to any Purchaser or holder of Notes as consideration for or
                                            as an inducement to the entering into by any Purchaser or holder of Notes of any waiver or
                                            amendment of any of the terms and provisions hereof unless such remuneration is concurrently
                                            paid, or security is concurrently granted or other credit support concurrently provided,
                                            on the same terms, ratably to each Purchaser and each holder of Notes then outstanding even
                                            if such Purchaser or holder did not consent to such waiver or amendment.



 


		(c)	Consent
                                            in Contemplation of Transfer. Any consent given pursuant to this Section 17 by a
                                            Purchaser or holder of a Note that has transferred or has agreed to transfer its Note to
                                            (i) the Company, (ii) any Subsidiary or any other Affiliate or (iii) any other
                                            Person in connection with, or in anticipation of, such other Person acquiring, making a tender
                                            offer for or merging with the Company and/or any of its Affiliates), in each case in connection
                                            with such consent, shall be void and of no force or effect except solely as to such holder,
                                            and any amendments effected or waivers granted or to be effected or granted that would not
                                            have been or would not be so effected or granted but for such consent (and the consents of
                                            all other Purchaser and holders of Notes that were acquired under the same or similar conditions)
                                            shall be void and of no force or effect except solely as to such Purchaser or holder.



 






    40


     


    

 


		17.3	Binding
                                            Effect, Etc.



 


Any amendment or waiver consented to as provided
in this Section 17 applies equally to all Purchasers and holders of Notes and is binding upon them and upon each future holder of
any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment
or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Company and any Purchaser or holder of any Note nor any delay in
exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Purchaser or holder of such Note. As
used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended
or supplemented.


 


		17.4	Notes
                                            Held by Company, Etc.



 


Solely for the purpose of determining whether
the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any
amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein
or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.


 


		18.	Notices



 


All notices and communications provided for hereunder
shall be in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid),
or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:


 


		(i)	if
                                            to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for
                                            such communications in Schedule A, or at such other address as such Purchaser or nominee
                                            shall have specified to the Company in writing;



 


		(ii)	if
                                            to any other holder of any Note, to such holder at such address as such other holder shall
                                            have specified to the Company in writing; or



 


		(iii)	if
                                            to the Company, at its address set forth at the beginning hereof to the attention of the
                                            Chief Financial Officer, or at such other address as the Company, shall have specified to
                                            each Purchaser and the holder of each Note in writing.



 


Notices under this Section 18 will be deemed
to have been given only when actually received at the address so specified.


 






    41


     


    

 


		19.	Reproduction
                                            Of Documents



 


This Agreement, and all documents relating hereto,
including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received
by any Purchaser in connection with the Funding (except the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic,
electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. To the extent permitted
by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of
business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This
Section 19 shall not prohibit any party hereto from contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.


 


		20.	CONFIDENTIALITY



 


For the purposes of this Section 20, “Confidential
Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with
the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or
labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary,
provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior
to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person
acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company
or any Subsidiary, or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise
publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted
by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that
such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees
and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its
auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially
in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to
which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which
it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information
to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over
such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency
that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable
to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such
Purchaser is a party, or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies
under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed
to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable
request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder
under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder
will enter into an agreement with the Company embodying the provisions of this Section 20.


 






    42


     


    

 


In the event that as a condition to receiving
access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant
to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks,
another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall
not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other
confidentiality undertaking.


 


		21.	MISCELLANEOUS



 


		21.1	Successors
                                            and Assigns.



 


All covenants and other agreements contained
in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns
(including any subsequent holder of a Note) whether so expressed or not. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


		21.2	Payments
                                            Due on Non-Business Days.



 


Anything in this Agreement or the Notes to the
contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify
a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that
is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed
in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note
or the date of any required principal prepayment pursuant to Section 8.1 is a date other than a Business Day, the payment otherwise
due on such date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of
interest payable on such next succeeding Business Day.


 


		21.3	Accounting
                                            Terms.



 


All accounting terms used herein which are not
expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically
provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial
statements shall be prepared in accordance with GAAP. If, after the date of this Agreement, there shall occur any change in GAAP from
that used in the preparation of the financial statements referred to in Section 7.1(b) hereof for the Fiscal Year ended December 31,
2021 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this
Agreement, either the Company or the Required Holders may by notice to the holders of the Notes and the Company, respectively, require
that the holders of the Notes and the Company negotiate in good faith to amend such covenants, standards, and terms so as equitably to
reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition
of the Company and its Subsidiaries shall be the same as if such change had not been made. No delay by the Company or the Required Holders
in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting
principles. Until any such covenant, standard, or term is amended in accordance with this Section 21.3, financial covenants shall
be computed and determined in accordance with GAAP in effect prior to such change in accounting principles.


 






    43


     


    

 


		21.4	Severability.



 


Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the
full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.


 


		21.5	Construction.



 


Each covenant contained herein shall be construed
(absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any
one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any
provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.


 


For the avoidance of doubt, all Schedules and
Exhibits attached to this Agreement shall be deemed to be a part hereof.


 


		21.6	Counterparts;
                                            Electronic Contracting.



 


This Agreement may be executed in any number
of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic
contracting and signatures with respect to this Agreement, any other Transaction Document and all other documents delivered hereunder
(other than the Notes). Delivery of an electronic signature to, or a signed copy of, this Agreement, any other Transaction Document and
all other documents delivered hereunder (other than the Notes) by facsimile, email or other electronic transmission shall be fully binding
on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. Notwithstanding
the foregoing, if any Purchaser shall request manually signed counterpart signatures to this Agreement, any other Transaction Document
or any other documents delivered hereunder, the Company hereby agrees to use its reasonable endeavors to provide such manually signed
signature pages as soon as reasonably practicable.


 






    44


     


    

 


		21.7	Governing
                                            Law.



 


This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such state that would permit the application of the laws of a jurisdiction other than such state.


 


21.8        Jurisdiction and Process. (a)  The Company irrevocably
submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New
York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted
by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that
it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of
any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.


 


		(a)	The
                                            Company consents to process being served by or on behalf of any holder of Notes in any suit,
                                            action or proceeding of the nature referred to in Section 21.8(a) by mailing a
                                            copy thereof by registered or certified mail (or any substantially similar form of mail),
                                            postage prepaid, return receipt requested, to it at its address specified in Section 18
                                            or at such other address of which such holder shall then have been notified pursuant to said
                                            Section. The Company agrees that such service upon receipt (i) shall be deemed in every
                                            respect effective service of process upon it in any such suit, action or proceeding, and
                                            (ii) shall, to the fullest extent permitted by applicable law, be taken and held to
                                            be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively
                                            presumed received as evidenced by a delivery receipt furnished by the United States Postal
                                            Service or any reputable commercial delivery service.



 


		(b)	Nothing
                                            in this Section 21.8 shall affect the right of any holder of a Note to serve process
                                            in any manner permitted by law, or limit any right that the holders of any of the Notes may
                                            have to bring proceedings against the Company in the courts of any appropriate jurisdiction
                                            or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.



 


21.9        Waiver
                                            of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION
                                            BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER TRANSACTION DOCUMENT
                                            EXECUTED IN CONNECTION HEREWITH OR THEREWITH.


 






    45


     


    

 


WITHOUT
INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY, if an action
or other proceeding is brought in the State of California and if the above waiver of the right to a trial by jury is not enforceable,
the parties hereto agree that any and all disputes or controversies of any nature between them concerning this Agreement, the Notes,
the other Transaction Documents and the matters contemplated hereby or thereby (each, a “Claim”), including any and
all questions of law or fact relating thereto, shall be determined by judicial reference pursuant to the California Code of Civil Procedure
(“Reference”). The parties shall select a single neutral referee, who shall be a retired state or federal judge. In
the event that the parties cannot agree upon a referee, the referee shall be appointed by the court. The referee shall report a statement
of decision to the court. Nothing in this paragraph shall limit the right of any party at any time to exercise any self-help remedies,
foreclose against any collateral or obtain provisional remedies. The Company shall bear the fees and expenses of the referee unless the
referee orders otherwise. The referee shall also determine all issues relating to the applicability, interpretation, and enforceability
of this paragraph.


 


		21.10	Divisions.



 


For all purposes under the Transaction Documents,
in connection with any division or plan of division (whether under Delaware law or any comparable event under a different jurisdiction’s
laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different
Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person
comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its
equity interests at such time.


 


* * * * *


 






    46


     


    

 


	 	Very
                                            truly yours,
	 	 	 
	THE COMPANY:	LTC
                                            PROPERTIES, INC.
	 	 	 
	 	By:	/s/
    Wendy Simpson
	 	Name:	Wendy Simpson
	 	Title:	Chairman and Chief Executive Officer
	 	 	 
	 	By:	/s/ Pamela
    Shelley-Kessler
	 	Name:	Pamela J. Shelley-Kessler
	 	Title:	Co-President, Chief Financial Officer
    and Corporate Secretary




 


[Signature Page to Note Purchase Agreement]


 






     


     


    

 


The
foregoing is hereby agreed to as of the date thereof.


 


	Massachusetts
    Mutual Life Insurance Company  	 
	 	 	 
	By: Barings LLC,
    as Investment Adviser    	 
	 	 	 
	By:	/s/
    James Moore	 
	Name:	James Moore	 
	Title:	Managing Director	 
	 	 	 
	the
    lincoln national life INSURANCE company	 
	 	 	 
	By: Barings LLC,
    as Investment Adviser	 
	 	 	 
	By:	/s/
    James Moore	 
	Name:	James Moore	 
	Title:	Managing Director	 
	 	 	 
	massmutual
    ascend life insurance company	 
	 	 	 
	By: Barings LLC,
    as Investment Adviser	 
	 	 	 
	By:	/s/
    James Moore	 
	Name:	James Moore	 
	Title:	Managing
    Director 	 




 


[Signature Page to Note Purchase Agreement]


 






     


     


    

 


The
foregoing is hereby agreed to as of the date thereof.




 


	thrivent
    financial for lutherans	 
	 	 	 
	By:	/s/ Martin Rosacker	 
	Name:	Martin Rosacker	 
	Title:	Managing Director	 



 


[Signature Page to Note Purchase Agreement]


 






     


     


    

 



 


Schedule A


 


Purchasers Schedule


 


[Omitted pursuant to Item 601(a)(5) of
Regulation S-K.  The registrant will provide a copy to the Securities and Exchange Commission or its staff upon request]


 






    Schedule A-1


     


    

 


Schedule B


 


Defined Terms


 


As used herein, the following terms have the
respective meanings set forth below or set forth in the Section hereof following such term:


 


“2012 Note Agreement”
means that certain Note Purchase Agreement, dated as of July 19, 2012, by and among the Company and the Purchasers (as defined therein),
as amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“2017 Note Agreement”
means that certain Note Purchase Agreement, dated as of February 16, 2017, by and among the Company and the Purchasers (as defined
therein), as amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Affiliate”
means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting
securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this
definition, any Person that owns, directly or indirectly, 20% or more of the securities having the ordinary voting power for the election
of directors or other governing body of a corporation or 20% or more of the partnership or other ownership interest of any other Person
(other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.


 


“Agreement”
means this Note Purchase Agreement, dated as of May 17, 2022, between the Company, on the one hand, and the Purchasers, on the other
hand, as it may from time to time be amended, supplemented or otherwise modified from time to time.


 


“AIG Note Agreement”
means that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 2, 2016, by and among the Company,
AIG Asset Management (U.S.), LLC and the Purchasers (as defined therein), as amended, restated, supplemented, replaced or otherwise modified
from time to time.


 


“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including
the U.S. Foreign Corrupt Practices Act, as amended, and the U.K. Bribery Act 2010, as amended.


 


“Anti-Money Laundering
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related
activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise
known as the Bank Secrecy Act) , as amended, and the USA PATRIOT Act.


 


“Applicable Total
Asset Value” means, at any time of determination thereof, the Total Asset Value at such time as determined based on the most
recent financial statements delivered pursuant to Section 7.1(b) (or, if no financial statements have yet been delivered pursuant
to Section 7.1(b) at such time, the most recent audited financial statements of the Company and its Subsidiaries referenced
in Schedule 5.5).


 






    Schedule B-1


     


    

 


“Assets Under Development”
means any real property under construction other than Redevelopment Assets.


 


“Bank Facility”
means the credit facility or facilities from time to time provided in connection with the Credit Agreement.


 


“Blocked Person”
means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a
Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions
Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or
acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.


 


“Capital Lease”
means any Lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.


 


“Capitalization
Rate” means (a) 8.0% for assisted living facilities, (b) 10.0% for skilled nursing facilities, (c) 7.5% for
Non-Government Reimbursed Properties that are independent living facilities, (d) 10.0% for hospitals, (e) 8.0% for Non-Government
Reimbursed Properties that are not independent living facilities, and (f) 10.0% for other Government Reimbursed Properties.


 


“Capitalized Lease
Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital
Lease determined in accordance with GAAP.


 


“Cash Equivalents”
means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof
and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition
thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision
of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (c) commercial
paper maturing within one (1) year from the date of creation thereof and, at the time of acquisition, having a rating of at
least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or
bankers’ acceptances maturing within one (1) year from the date of acquisition thereof issued by any bank organized under
the laws of the United States or any state thereof or the District of Columbia having at the date of acquisition thereof combined capital
and surplus of not less than $250,000,000, (e) deposit accounts maintained with (i) any bank that satisfies the criteria described
in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the
full amount maintained with any such other bank is fully insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations
of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined
capital and surplus of not less than $250,000,000, having a term of not more than seven (7) days, with respect to securities
satisfying the criteria in clauses (a) or (d) above, provided all such agreements require physical delivery of
the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System, and (g) investments
in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (f) above.


 






    Schedule B-2


     


    

 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization
Act of 1986, 42 U.S.C. §§9601 et seq., and any future amendments.


 


“Change of Control”
means any of (a) the acquisition by any “person” or “group” (as such terms are used in sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) at any time of beneficial ownership of 50% or more of the outstanding
capital stock or other equity interests of the Company on a fully-diluted basis, (b) any “Change of Control” (or words
of like import), as defined in any agreement or indenture relating to any issue of Indebtedness for Borrowed Money in excess of 5% of
the Applicable Total Asset Value shall occur, or (c) during any twelve (12) month period on or after the Execution Date, individuals
who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election
by the board of directors or whose nomination for election by the shareholders of the Company was approved by a vote of at least a majority
of the members of the board of directors then in office who either were members of the board of 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 members
of the board of directors then in office.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time.


 


“Company”
is defined in the introductory paragraph of this Agreement.


 


“Controlled Entity”
means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if
the Company has a parent company, such parent company and its Controlled Affiliates. As used in this definition, “Controlled”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Credit Agreement”
means that certain Third Amended and Restated Credit Agreement, dated as of November 19, 2021, by and among the Company, the Lenders
(as defined therein) from time to time party thereto and the other parties from time to time party thereto, as amended, restated, supplemented,
replaced or otherwise modified from time to time.


 






    Schedule B-3


     


    

 


“Debt Service”
means, for any period, the sum of (a) Interest Expense for such period and (b) the greater of (i) zero or (ii) scheduled
principal amortization paid on Secured Debt (exclusive of any balloon payments or prepayments of principal paid on such Secured Debt)
for such period, less amortized principal payments received on the Company’s and its Subsidiaries’ mortgage loans receivable
(exclusive of any balloon payments or prepayments of principal received on the Company’s and its Subsidiaries’ mortgage loans
receivable) for such period.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become
an Event of Default.


 


“Default Rate”
means that rate of interest per annum that is the greater of (a) 2% above the rate of interest stated in clause (a) of the
first paragraph of the Notes or (b) 2% over the rate of interest publicly announced by JPMorgan Chase Bank as its “base”
or “prime” rate.


 


“Dollars”
and “$” means lawful currency of the United States of America.


 


“EBITDA”
means, for any period, determined on a consolidated basis for the Company and its Subsidiaries in accordance with GAAP, the sum of net
income (or loss) for such period plus, to the extent deducted in the calculation thereof: (i) depreciation and amortization expense;
(ii) interest expense; (iii) income tax expense; (iv) extraordinary, unrealized or non-recurring losses, including impairment
charges and reserves; minus, to the extent included in the calculation thereof: (v) funds received by the Company or a Subsidiary
as rent but which are reserved for capital expenses; (vi) unrealized gains on the sale of assets; and (vii) income tax benefits.


 


“Eligible Line of
Business” means any business engaged in as of the date of this Agreement by the Company or any of its Subsidiaries or any business
reasonably related thereto.


 


“Environmental Claim”
means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine,
lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with
an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement,
removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental
Authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.


 


“Environmental Law”
means any current or future Legal Requirement pertaining to (a) the protection of health, safety and the indoor or outdoor environment,
(b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater,
(d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened
Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any
Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.


 






    Schedule B-4


     


    

 


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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company or a Subsidiary
under section 414 of the Code.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person.


 


“Event of Default”
is defined in Section 11.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time in effect.


 


“Execution Date”
is defined in Section 3.


 


“Financial Covenant”
means any covenant (whether set forth as a covenant, undertaking, event of default, restriction or other such provision, and including
all defined terms used with respect thereto) similar in nature to the covenants set out in Section 10.8 of this Agreement or that
otherwise provides for limitations on indebtedness or interest expense, or a minimum level of interest coverage, net worth or any other
minimum or maximum metric of financial performance or financial position (however expressed and whether stated as a ratio or as a fixed
threshold or otherwise).


 


“Fiscal Quarter”
means each of the three-month periods ending on March 31, June 30, September 30 and December 31.


 


“Fiscal Year”
means the twelve-month period ending on December 31.


 


“Fixed Charges”
means, for any period, Debt Service for such period, plus Preferred Dividends for such period, plus $400 per bed per annum for any Property
on which the Lease of such Property does not require the tenant to pay for all capital expenditures.


 


“Funding”
is defined in Section 4.


 


“GAAP”
means generally accepted accounting principles set forth from time to time 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 (or agencies with similar functions of comparable stature and authority within the United States of America accounting profession),
which are applicable to the circumstances as of the date of determination; provided, that (except with respect to SEC filings
referenced in Section 7.1(a) and (b)) “GAAP” shall exclude the effects of Accounting Standards Codification 825-10-25
(previously referred to as SFAS 159) or any successor or similar provision to the extent it relates to “fair value” accounting
for liabilities.


 






    Schedule B-5


     


    

 


“Government Reimbursed
Properties” means Senior Housing Assets (other than hospitals) in respect of which 51% or more of revenues are generated from
reimbursements under Medicare, Medicaid and other government programs for payment of services rendered by healthcare providers.


 


“Governmental Authority”
means


 


(a)         the
government of the United States of America or any state or other political subdivision thereof, or


 


(b)         the
government of any other jurisdiction in which any of the Company or any Subsidiary conducts all or any part of its business, or which
asserts jurisdiction over any properties of the Company or any Subsidiary, or


 


(c)       any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such
government.


 


“Governmental Official”
means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official
of a political party, candidate for political office, official of any public international organization or anyone else acting in an official
capacity.


 


“Gross Book Value”
means book value without giving effect to depreciation.


 


“Guaranty”
shall mean, with respect to any Person, any direct or indirect obligation or liability, contingent or otherwise, of such Person guaranteeing
or having the economic effect of guaranteeing any Indebtedness for Borrowed Money, lease, dividend or other obligation payable or performable
by another Person in any manner, including, without limitation, any obligation directly or indirectly guaranteed, endorsed (otherwise
than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect
of which such Person is otherwise directly or indirectly liable or obligated, and including, without limitation, any obligation of such
Person (contingent or otherwise, direct or indirect) to: (i) maintain working capital, equity capital, the solvency or any balance
sheet condition or other financial condition or liquidity or level of income or cash flow of another Person in any manner; (ii) to
purchase the obligations of or equity interests in another Person from the holders of such obligations or interests; (iii) to purchase
or lease property, securities or services or supply or advance any funds, goods or services to or on behalf of another Person in any
manner; (iv) to guarantee (a) the completion of any work or any other schedule or deliverable obligations or requirements of
another Person in any manner, (b) the quality of any construction work, means or methods of another Person in any manner, (c) any
warranty or indemnity obligations of another Person in any manner, or (d) any other payment, performance or contractual obligations
of another Person in any manner; or (v) purchase or otherwise pay (or advance or supply funds for the purchase or payment of) any
Indebtedness for Borrowed Money or other obligation of another Person or to purchase or otherwise make payment for (or advance or supply
funds for the purchase or payment for) any products, materials, supplies or other property, or for any transportation or services, regardless
of the non-delivery or non-furnishing thereof, in any such case if the purpose or effect of such agreement is to provide assurance that
such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such
obligation will be protected against loss in respect thereof. Guaranties shall include (x) obligations of partnerships and joint
ventures of which such Person is a general partner that are not expressly non-recourse to such Person, and (y) obligations of joint
ventures of which such Person is a joint venturer (but not a general partner) to the extent such Person is obligated for the obligations
of such joint ventures under their respective limited liability company agreements, limited partnership agreements or other similar constituent
documents. In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations
that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.


 






    Schedule B-6


     


    

 


“Hazardous Material”
means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous,
toxic or a pollutant and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil
or any fraction thereof) and (b) any material classified or regulated as “hazardous,” “toxic” or “pollutant”
or words of like import pursuant to an Environmental Law.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant
to Section 13.1.


 


“Hostile Acquisition”
means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the
owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the
board of directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been
withdrawn.


 


“include”
or “including” means, unless the context clearly requires otherwise, “including without limitation.”


 


“Indebtedness for
Borrowed Money” means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner
by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred
purchase price of property or services (other than trade accounts payable arising in the ordinary course of business and contingent liabilities
related to potential earn-out payments which do not meet the balance sheet recognition requirements of Accounting Standards Codification
No. 450 – Contingencies), (c) all indebtedness secured by any Lien upon Property of such Person, whether or not such
Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person,
(e) all obligations of such Person on or with respect to letters of credit, bankers’ acceptances and other extensions of credit
whether or not representing obligations for borrowed money, and (f) all obligations of the sort described in the foregoing clauses
with respect to which such Person has become liable by way of a Guaranty.


 






    Schedule B-7


     


    

 


“Institutional Investor”
means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than
5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or
other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.


 


“Interest Expense”
means, for any period of determination, the interest expense, whether paid, accrued or capitalized (without deduction of consolidated
interest income) of the Company and its Subsidiaries on a consolidated basis for such period. Interest Expense shall exclude any amortization
of (i) deferred financing fees, including the write-off such fees relating to the early retirement of such related Indebtedness
for Borrowed Money, and (ii) debt discounts (but only to the extent such discounts do not exceed 3.0% of the initial face principal
amount of such debt).


 


“Investment”
means (i) any investment, directly or indirectly (whether through the purchase of stock or obligations or otherwise) in any Person,
real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other financings (including
pursuant to sale/leaseback transactions) to any other Person, or (ii) any acquisition of any real property, improvements on real
property or all or any substantial part of the assets or business of any other Person or division thereof.


 


“Lease”
means any lease, tenancy agreement, contract or other agreement for the use or occupancy of a Property or any portion thereof.


 


“Legal Requirement”
means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order,
consent decree or other requirement of any Governmental Authority, whether federal, state, or local.


 


“Lien”
means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests
of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.


 


“Make-Whole Amount”
is defined in Section 8.6.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company
and its Subsidiaries taken as a whole.


 


“Material Acquisition”
means any acquisition (or series of related acquisitions) permitted by the Transaction Documents and consummated in accordance with the
terms of the Transaction Documents if the aggregate consideration paid in respect of such acquisition (including any Indebtedness for
Borrowed Money assumed in connection therewith) exceeds $175,000,000.


 






    Schedule B-8


     


    

 


“Material Adverse
Effect” means a material and adverse effect on (a) the business, condition (financial or otherwise), operations, performance
or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under
the Transaction Documents to which it is a party, or (c) the validity or enforceability of any of the Transaction Documents or the
rights or remedies of the holders of Notes thereunder; provided, however, that the sale of assets of one or more Subsidiaries
in accordance with the terms of this Agreement shall not be deemed in and of itself to cause a Material Adverse Effect absent the presence
of the factors set forth above.


 


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


 


“Multiemployer Plan”
means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners or any successor thereto.


 


“Non-Government
Reimbursed Properties” means Senior Housing Assets (other than hospitals) that are not Government Reimbursed Properties.


 


“Non-U.S.
Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States
by the Company or any Subsidiary primarily for the benefit of employees of the Company or one or more Subsidiaries residing outside the
United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation
of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.


 


“Notes”
is defined in Section 1.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury or any successor thereto.


 


“OFAC Sanctions
Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions
Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.


 


“Other
Investments” means any investment other than the following: (a) an Investment in Cash Equivalents, (b) an
investment by the Company in its Subsidiaries or by a Subsidiary in one or more of its Subsidiaries, (c) an intercompany advance
made from time to time among the Company and its Subsidiaries in the ordinary course of business to finance working capital needs, (d) an
investment held by the Company and its Subsidiaries on the date of the Funding, (e) an investment in Unconsolidated Affiliates,
Assets Under Development, or Redevelopment Assets, (f) an investment received in connection with a workout of any obligation owed
to the Company or its Subsidiaries, or (g) an investment or acquisition with respect to real property or improvements on real property
located in, or of a business with its primary operations in, the United States of America, which, in each case, is in an Eligible Line
of Business and not a Hostile Acquisition (including, but not limited to, sale/leaseback transactions, mortgage loans, lines of credit
or other financings).


 






    Schedule B-9


     


    

 


“Other Note Agreement”
means any of (i) the 2012 Note Agreement, (ii) the Prudential Note Agreement, (iii) the AIG Note Agreement, (iv) the
2017 Note Agreement and (v) any one or more other agreements or instruments executed and delivered by the Company in connection
with a financing (including, without limitation, private placement financings), which constitutes unsecured Indebtedness for Borrowed
Money of the Company and ranks pari passu with the obligations evidenced by the Notes, as such agreement or instrument may be amended,
restated, supplemented, replaced or otherwise modified from time to time.


 


“Other Noteholders”
means the holders from time to time of the notes issued under any Other Note Agreement.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.


 


“Pension Act”
means the Pension Protection Act of 2006, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time in effect.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to certain Plans and set forth in, with respect to plan years ending prior to the effective date as to such Plan of the Pension
Act, section 412 of the Code and section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, sections 412 and 430
of the Code and sections 302 and 303 of ERISA.


 


“Permitted Lien”
means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding has been commenced: (a) Liens
for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 9.4; (b) Liens
imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other
similar Liens arising in the ordinary course of business securing obligations that are not overdue or that are being contested in good
faith and by proper proceedings and as to which appropriate reserves are being maintained; (c) pledges or deposits to secure obligations
under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, rights
of way and other encumbrances on title to real property that do not materially and adversely affect the value of such property or the
use of such property for its present purposes; (e) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the
ordinary course of business; (f) Liens in favor of the United States of America for amounts paid to the Company or any Subsidiary
as progress payments under government contracts entered into by it; (g) attachment, judgment and other similar Liens arising in
connection with court, reference or arbitration proceedings, provided that the same have been in existence less than 20 days,
that the same have been discharged or that execution or enforcement thereof has been stayed pending appeal; (h) Liens on Properties
not constituting Unencumbered Assets; and (i) cash collateral in an aggregate amount not to exceed $25,000,000 at any time for letter
of credit obligations under the Credit Agreement.


 






    Schedule B-10


     


    

 


“Person”
means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated
association, joint venture or other entity, or a Governmental Authority.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within
the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have
been made or required to be made, by the Company, any Subsidiary or any ERISA Affiliate or with respect to which the Company, any Subsidiary
or any ERISA Affiliate may have any liability.


 


“Preferred Dividends”
means any dividend paid (or payable), as the case may be, in cash on any preferred equity security issued by the Company.


 


“Principal Credit
Facility” means any loan agreement, credit agreement, note purchase agreement or similar agreement under which credit facilities
in the aggregate original principal or commitment amount of at least $75,000,000 (or credit facilities in the aggregate original principal
or commitment amount of less than $75,000,000, but which have subsequently been increased to an amount of at least $75,000,000) are provided
to the Company and/or any Subsidiary.


 


“Property”
or “Properties” means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned
by such Person whether or not included in the most recent balance sheet of such Person and its subsidiaries under GAAP.


 


“Property Expenses”
means, with respect to any Unencumbered Asset, the costs (including, but not limited to, payroll, taxes, assessments, insurance, utilities,
landscaping and other similar charges) of operating and maintaining such Unencumbered Asset which are the responsibility of the Company
or the applicable Subsidiary that are not paid directly by the tenant, but excluding depreciation, amortization, interest costs and maintenance
capital expenditures to the extent such Unencumbered Asset is under a triple-net lease.


 


“Property Income”
means, with respect to any Unencumbered Asset, cash rents (excluding, as an abundance of caution, non-cash straight-line rent) and other
cash revenues received by the Company or a Subsidiary in the ordinary course of business for such Unencumbered Asset, but excluding security
deposits and prepaid rent except to the extent applied in satisfaction of tenants’ obligations for rent; provided, that
for any Unencumbered Asset that (x) constituted an Underpaid Lease Asset in the twelve (12) months preceding any date of determination
and (y) where the non-performing tenant has been replaced with a performing tenant, the Company or the applicable Subsidiary shall
be permitted to include cash rents paid under such replacement lease on an annualized basis.


 


“Property Net Operating
Income” or “Property NOI” means, as of any date of determination and with respect to any Unencumbered Asset,
the aggregate amount of (i) Property Income for the Rolling Period (without duplication) minus (ii) Property Expenses for the
Rolling Period (without duplication).


 


“Prudential Note
Agreement” means that certain Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 28,
2015, by and among the Company, PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) and the Purchasers (as defined therein),
as amended, restated, supplemented, replaced or otherwise modified from time to time.


 






    Schedule B-11


     


    

 


“Purchaser Schedule”
means the Purchaser Schedule attached to this Agreement as Schedule A.


 


“Purchasers”
is defined in the introductory paragraph of this Agreement.


 


“Qualified Institutional
Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in
Rule 144A(a)(1) under the Securities Act.


 


“Qualified Loan”
means, as of any date of determination, any mezzanine loan, mortgage loan, convertible debt or working capital loan that is held or owned
by the Company or any Subsidiary (i) listed on the Officer’s Certificate delivered to the holders of the Notes on the date
of this Agreement pursuant to the requirements of Section 4A(1), or(ii) thereafter, listed on Exhibit A to Schedule I
of the certificate of a Senior Financial Officer after such mezzanine loan’s, mortgage loan’s, convertible debt’s or
working capital loan’s designation by the Company as a Qualified Loan, so long as the Company shall fully comply with the requirements
of Section 7.2(a) with regard to the reporting of such Qualified Loan, which loan (in the case of either the immediately preceding
clause (i) or clause (ii)) meets the following criteria:


 


 (a)            100% held or owned by the Company or a Subsidiary;




 


(b)            with
respect to a mortgage loan, secured by a first or second mortgage or a first or second deed of trust on Senior Housing Assets in favor
of the Company or such Subsidiary and such Senior Housing Asset is not subject to any other Lien or negative pledge (other than Permitted
Liens or, solely with respect to second mortgages or second deeds of trust, a first mortgage lien or first deed of trust);


 


(c)            the
underlying Senior Housing Asset is currently in service (not under development);


 


(d)            the
underlying Senior Housing Asset is located in the United States and the loan documents pertaining to the mortgage or deed of trust are
governed by the law of a state of the United States;


 


(e)          neither
the mezzanine loan, mortgage loan, convertible debt or working capital loan, nor the right to receive payments thereunder, is subject
to any Lien (other than Permitted Liens) or to any negative pledge;


 


(f)           if
such mezzanine loan, mortgage loan, convertible debt or working capital loan is owned by a Subsidiary, none of the Company’s beneficial
ownership interest in such Subsidiary is subject to any Lien (other than Permitted Liens or Liens in favor of the Company) or to any
negative pledge;


 


(g)            with
respect to a mortgage loan, the underlying Property, based on the Company’s or its Subsidiary’s actual knowledge, is free
of all material structural defects or major architectural deficiencies, material title defects, material environmental conditions or
other adverse matters which, individually or collectively, materially impair the value of such Property; and


 






    Schedule B-12


     


    

 


(h)            the
borrower, mortgagor or grantor with respect to such mezzanine loan, mortgage loan, convertible debt or working capital loan is not delinquent
sixty (60) days or more in interest or principal payments due thereunder.


 


“RCRA”
means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments
of 1984, 42 U.S.C. §§6901 et seq., and any future amendments.


 


“Redevelopment Assets”
means any real estate under major redevelopment.


 


“Reduced Lease Asset”
means any Unencumbered Asset where any tenant of such Unencumbered Asset (i) has paid less than 100% of its minimum rental payments
during the sixty (60) day period immediately preceding the applicable date of calculation and (ii) is otherwise performing all of
its material obligations under its Lease.


 


“REIT”
means a Person that is qualified to be treated for tax purposes as a real estate investment trust under sections 856-860 of the Code.


 


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is
advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.


 


“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or
disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers,
tanks or other receptacles containing or previously containing any Hazardous Material.


 


“Required Holders”
means (a) prior to the Funding, the Purchasers and (b) at any time after the Funding, the holder or holders of a majority of
the aggregate principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company, any Subsidiary or
any of their respective Affiliates); provided that at any time when there are only two holders of outstanding Notes (counting a holder
and its Related Funds as a single holder), Required Holders shall mean each holder of the then outstanding Notes.


 


“Responsible Officer”
means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion
of this Agreement or any other Transaction Document.


 


“Rolling Period”
means, as of any date of determination, the four consecutive Fiscal Quarters ending on or immediately preceding such date.


 


“Securities”
or “Security” shall have the meaning specified in section 2(1) of the Securities Act.


 






    Schedule B-13


     


    

 


“Secured Debt”
means, as of any date of determination and without duplication, the aggregate principal amount of all indebtedness outstanding of the
Company and its Subsidiaries, evidenced by notes, bonds, debentures or similar instruments and capital lease obligations that are secured
by a Lien.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to
time in effect.


 


“Senior Financial
Officer” means the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller
of the Company.


 


“Senior Housing
Assets” means any Properties on which the improvements consist only of one or more of the following: (a) senior apartments,
(b) independent living facilities, (c) congregate communities, (d) assisted living facilities, (e) nursing homes,
(f) hospitals, (g) memory care communities, (h) medical office buildings, (i) life science properties, (j) surgical
centers, (k) free standing emergency facilities and (l) other Properties primarily used for senior citizen residences or health
care services, together with other improvements incidental thereto.


 


“S&P”
means S&P Global Ratings and any successor thereto.


 


“State Sanctions
List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons
that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed
under U.S. Economic Sanctions Laws.


 


“Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability company, trust, estate or other entity (i) of
which (or in which), in the case of a corporation, more than 50% of the issued and outstanding capital stock having ordinary voting power
to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the Controlling interest
in the capital or profits of such partnership, joint venture or limited liability company, or (iii) the Controlling beneficial interest
in such trust or estate, in each case, is at the time directly or indirectly owned by such Person, or (iv) the accounts of which
would appear on the consolidated financial statements of such Person in accordance with GAAP. As used in this definition, “Controlling”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any entity
referred to in this definition, whether through the ownership of the interest in the capital or profits of such entity, through the ownership
of the beneficial interest therein or through the ownership of any other Voting Interests, by contract or otherwise. Unless the context
otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.


 


“SVO”
means the Securities Valuation Office of the National Association of Insurance Commissioners (or any successor organization acceding
to the authority thereof).


 


“Tangible Net Worth”
means, as of any time of determination, total stockholders’ equity on the Company’s consolidated balance sheet as reported
in its Form 10-K or 10-Q plus accumulated depreciation less all amounts appearing on the assets side of its consolidated balance
sheet representing an intangible asset under GAAP.


 






    Schedule B-14


     


    

 


“Total Asset Value”
means, as of any date of determination, the Gross Book Value of all assets of the Company and its Subsidiaries less all amounts appearing
on the assets side of its consolidated balance sheet separately identifiable as intangible assets under GAAP; provided that (A) to
the extent the amount of Total Asset Value attributable to Assets Under Development exceeds 20% of Total Asset Value, such excess shall
be excluded; (B) to the extent the amount of Total Asset Value attributable to Redevelopment Assets exceeds 20% of Total Asset Value,
such excess shall be excluded; (C) to the extent the amount of Total Asset Value attributable to Unconsolidated Affiliates exceeds
15% of Total Asset Value, such excess shall be excluded; (D) to the extent the amount of Total Asset Value attributable to Other
Investments exceeds 15% of Total Asset Value, such excess shall be excluded; and (E) to the extent the amount of Total Asset Value
attributable to Assets Under Development, Redevelopment Assets, Unconsolidated Affiliates, and Other Investments in the aggregate exceed
30% of Total Asset Value, such excess shall be excluded.


 


“Total Indebtedness”
means, as of any date of determination and without duplication, all Indebtedness for Borrowed Money of the Company and its Subsidiaries
on a consolidated basis.


 


“Transaction Documents”
means this Agreement, the Notes, and any and all other agreements, documents, certificates and instruments from time to time executed
and delivered by or on behalf of the Company related thereto.


 


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


 


“Underpaid Lease
Asset” means any Unencumbered Asset where any tenant of such Unencumbered Asset (a) has paid less than 90% of its minimum
rental payments during the 60 day period immediately preceding the applicable date of calculation and (b) is otherwise performing
all of its material obligations under its Lease.


 


“Unencumbered Asset”
means, as of any date of determination, any unencumbered real Property (i) listed on the Officer’s Certificate delivered to
the holders of the Notes on the date of this Agreement pursuant to the requirements of Section 4A(1), or (ii) thereafter, listed
on Exhibit A to Schedule I of the certificate of a Senior Financial Officer after such Property’s designation by the Company
as an Unencumbered Asset, so long as the Company shall fully comply with the requirements of Section 7.2(a) with regard to
the reporting of such Unencumbered Asset, which unencumbered Property (in the case of either the immediately preceding clause (i) or
clause (ii)) meets the following criteria:


 


 (a)             is 100% owned in fee simple by the Company or a Subsidiary;




 


(b)            is
currently in service (not under development) and generates cash rental income to the Company or such Subsidiary;


 


(c)            is
a Senior Housing Asset located in the United States of America;


 






    Schedule B-15


     


    

 


(d)           if
such Property is owned by the Company, (i) neither the Company’s beneficial ownership interest in such Property nor the Property
is subject to any Lien (other than Permitted Liens and Liens in favor of a collateral agent for the ratable benefit of the holders from
time to time of the Notes, the Other Noteholders and the Lenders under (and as defined in) the Credit Agreement and other indebtedness
(subject to compliance with Section 10.1)) or to any negative pledge other than the negative pledge set forth herein, in any Other
Note Agreement or in the Credit Agreement and (ii) the Company has the unilateral right to (x) sell, transfer or otherwise
dispose of such Property and (y) to create a Lien on such Property as security for indebtedness of the Company (other than restrictions
imposed by the negative pledge set forth herein, in any Other Note Agreement or in the Credit Agreement);


 


(e)           if
such Property is owned by a Subsidiary, (i) none of the Company’s beneficial ownership interest in such Subsidiary, such Subsidiary’s
beneficial ownership interest in such Property or the Property is subject to any Lien (other than Permitted Liens and Liens in favor
of the Company) or to any negative pledge other than the negative pledge set forth herein, in any Other Note Agreement or in the Credit
Agreement and (ii) such Subsidiary has the unilateral right to, and the Company has the unilateral right to cause such Subsidiary
to, (x) sell, transfer or otherwise dispose of such Property and (y) to create a Lien on such Property as security for indebtedness
of the Company or such Subsidiary (other than restrictions imposed by the negative pledge set forth herein, in any Other Note Agreement
or in the Credit Agreement);


 


(f)            such
Property, based on the Company’s or such Subsidiary’s actual knowledge, is free of all material structural defects or major
architectural deficiencies, material title defects, material environmental conditions or other adverse matters which, individually or
collectively, materially impair the value of such Property;


 


(g)            either
tenants of such real Property are no more than 60 days in arrears on 100% of the minimum rental payments due under their applicable Leases
or such Unencumbered Asset constitutes a Reduced Lease Asset; and


 


(h)            either
tenants of such real Property are no more than 60 days in arrears on 90% of the minimum rental payments due under their applicable Leases
or such Unencumbered Asset constitutes both a Reduced Lease Asset and an Underpaid Lease Asset.


 


“Unencumbered
Asset Subsidiary” means any Subsidiary that owns an Unencumbered Asset or a Qualified Loan.


 


“Unencumbered Asset
Value” means, as of any date of determination, an amount equal to the sum of:


 


(a)           for
all Unencumbered Assets owned by the Company or a Subsidiary for more than twenty-four months prior to the date of determination (excluding
Underpaid Lease Assets), the quotient of (i) the Property NOI from such Unencumbered Assets divided by (ii) the Capitalization
Rate, plus


 


(b)          for
all Unencumbered Assets owned by the Company or a Subsidiary for twenty-four months or less prior to the date of determination (excluding
Underpaid Lease Assets), the Gross Book Value of such Unencumbered Assets; plus


 






    Schedule B-16


     


    

 


(c)          for
all Qualified Loans owned by the Company or a Subsidiary, the book value of such Qualified Loans as of the date of such determination;
plus


 


(d)           notwithstanding
(a) and (b) above, for all Underpaid Lease Assets owned by the Company or a Subsidiary, (x) the greater of (i) the
Gross Book Value of such Underpaid Lease Asset and (ii) the Property NOI from such Unencumbered Asset divided by the Capitalization
Rate multiplied by (y) seventy-five percent (75%); plus


 


(e)           notwithstanding
(a) and (b) above, for any Unencumbered Asset that (x) constituted an Underpaid Lease Asset in the twelve (12) months
preceding any date of determination and (y) where the non-performing tenant has been replaced with a performing tenant, the greater
of (i) the Property NOI from such Unencumbered Asset divided by the Capitalization Rate; and (ii) the Gross Book Value of such
Unencumbered Asset;


 


provided,
that to the extent the amount of Unencumbered Asset Value attributable to Qualified Loans under clause (c) hereof would exceed 30%
of Unencumbered Asset Value, such excess shall be excluded; provided further, that to the extent the amount of Unencumbered Asset
Value attributable to Qualified Loans that are mezzanine loans, convertible debt, working capital loans, second mortgages or second deeds
of trust under clause (c) hereof would exceed 5% of Unencumbered Asset Value, such excess shall be excluded; and provided further
that to the extent the amount of Unencumbered Asset Value attributable to Unencumbered Assets that constituted Reduced Lease Assets
would exceed 15% of Unencumbered Asset Value, such excess shall be excluded. Unencumbered Asset Value attributable to any of the items
listed above in this definition owned by any non-Wholly-owned Subsidiary shall be adjusted to be limited to (i) the percentage of
Equity Interests in such non-Wholly-owned Subsidiary owned by the Company as of such date multiplied by (ii) the applicable Property
NOI, Gross Book Value or book value.


 


“Unsecured Debt”
means, as of any date of determination, the aggregate principal amount of all Total Indebtedness outstanding at such date that is not
Secured Debt.


 


“USA PATRIOT Act”
means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA) PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time in effect.


 


“U.S. Economic Sanctions”
means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which
economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act,
as amended, the International Emergency Economic Powers Act, as amended, the Iran Sanctions Act, as amended, the Sudan Accountability
and Divestment Act, as amended, and any other OFAC Sanctions Program.


 






    Schedule B-17


     


    

 


“Voting Interests”
means shares of capital stock issued by a corporation, or equivalent equity interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a contingency.


 


“Wholly-owned Subsidiary”
means, at any time, any Subsidiary one hundred percent of all of the equity interests (except directors’ qualifying shares) and
Voting Interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such
time.


 






    Schedule B-18


     


    

 






 


Schedule
5.4

Subsidiaries; Affiliates; Directors and Officers; Restrictions on Subsidiaries


 


LTC PROPERTIES. INC., a Maryland corporation


 


	Entity	 	Organizational 

Jurisdiction	 	Ownership	 	Unencumbered Asset 

Subsidiary (Y/N)	 
	Albuquerque Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Badger RE Holdings, LLC	 	Wisconsin	 	90% preferred equity	 	Y	 
	Bakersfield-LTC, Inc.	 	Delaware	 	100%	 	Y	 
	Beaumont Real Estate Investments, LP	 	Texas	 	100%	 	N	 
	Blue Ridge RE Holdings, LLC	 	Delaware	 	95% preferred equity	 	Y	 
	Broadway Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	BV Holding-LTC, Inc.	 	Delaware	 	100%	 	N	 
	Chatham Real Estate Investments, LLC 	 	Delaware	 	100%	 	Y	 
	Coronado Corporation	 	Delaware	 	100%	 	Y	 
	CPP Investments, Inc. 	 	Delaware	 	100%	 	Y	 
	Florida-LTC, Inc.	 	Nevada	 	100%	 	Y	 
	Fort Wayne Real Estate Investments, Inc.	 	Delaware	 	100%	 	N	 
	Great Road RE Holdings, Inc.	 	Delaware	 	100%	 	N	 
	Gulf Breeze Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Hewitt Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	JVC Holdings, Inc.	 	Delaware	 	100%	 	N	 
	JVCH Real Estate Investments, Inc.	 	Delaware	 	100%	 	N	 
	JVCO Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	JVWL Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Kansas-LTC Corporation	 	Delaware	 	100%	 	N	 
	Lakes Real Estate Investments, Inc.	 	Delaware	 	100%	 	N	 
	LTC GP I, Inc.	 	Delaware	 	100%	 	Y	 
	LTC West, Inc.	 	Nevada	 	100%	 	Y	 
	LTC-Dearfield, Inc.	 	Nevada	 	100%	 	N	 
	LTC-DS, Inc.	 	Delaware	 	100%	 	N	 
	LTC-Finance, Inc.	 	Delaware	 	100%	 	N	 



 






    Schedule 5.4-1


     


    

 



Schedule
5.4

Subsidiaries; Affiliates; Directors and Officers; Restrictions on Subsidiaries


 


	LTC-Gardner, Inc.	 	Delaware	 	100%	 	 	 
	LTC-Griffin, Inc.	 	Nevada	 	100%	 	Y	 
	LTC-Jonesboro, Inc.	 	Nevada	 	100%	 	N	 
	LTC-K1 Inc.	 	Delaware	 	100%	 	Y	 
	LTC-K2 Limited Partnership	 	Delaware	 	100%	 	Y	 
	LTC-K2 LP, Inc.	 	Delaware	 	100%	 	N	 
	LTC-K2, Inc.	 	Delaware	 	100%	 	Y	 
	LTC-New Mexico, Inc.	 	Nevada	 	100%	 	Y	 
	LTC-Ohio, Inc. 	 	Delaware	 	100%	 	N	 
	LTC-Richmond, Inc.	 	Nevada	 	100%	 	N	 
	L-Tex GP, Inc.	 	Delaware	 	100%	 	N	 
	L-Tex LP Corporation	 	Delaware	 	100%	 	N	 
	Memorial Park Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Merritt Island Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Midwest RE Holdings, Inc.	 	Delaware	 	100%	 	 	 
	Mission Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Missouri River Corporation	 	Delaware	 	100%	 	N	 
	MLREI Holdings, Inc.	 	Delaware	 	100%	 	N	 
	Monroeville Real Estate Investments, Inc.	 	Delaware	 	100%	 	N	 
	Mountain States Real Estate Investments, Inc.	 	Delaware	 	100%	 	N	 
	MS-FL Real Estate Investments, Inc.	 	Delaware	 	100%	 	N	 
	MW Real Estate Investments, LLC	 	Illinois	 	100%	 	Y	 
	New Mexico Real Estate Investments, Inc.	 	Delaware	 	100%	 	N	 
	Newberry Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	NMKS Holdings, Inc.	 	Delaware	 	100%	 	N	 
	NMKS Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	North Carolina Real Estate Investments, LLC	 	North Carolina	 	100%	 	Y	 
	Northwest RE Holdings, Inc.	 	Delaware	 	100%	 	N	 
	Ohio Springs Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Park Villa Corporation	 	Delaware	 	100%	 	Y	 
	PENN-IND Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	RC Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 



 






    Schedule 5.4-2


     


    

 



Schedule
5.4

Subsidiaries; Affiliates; Directors and Officers; Restrictions on Subsidiaries


 


	Red Oak Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Rogue Valley RE Holdings, LLC	 	Delaware	 	90% preferred equity	 	Y	 
	Sabal RE Holdings, LLC	 	Delaware	 	90% preferred equity	 	Y	 
	Skilled Healthcare Holdings, Inc.	 	Delaware	 	100%	 	N	 
	South Hills Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Southeast RE Holdings, Inc.	 	Delaware	 	100%	 	N	 
	SP Real Estate Investments, LLC	 	Delaware	 	100%	 	N	 
	Stephenville Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	SWTX Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Texas-LTC Limited Partnership	 	Texas	 	100%	 	Y	 
	Texas-LTC Woodridge Limited Partnership	 	Delaware	 	100%	 	N	 
	Tupelo Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	TXMS Real Estate Investments, Inc.	 	Delaware	 	100%	 	Y	 
	Vacaville-LTC, Inc.	 	Delaware	 	100%	 	Y	 
	Virginia-LTC, Inc.	 	Nevada	 	100%	 	Y	 
	WISL Investments, Inc.	 	Wisconsin	 	100%	 	Y	 


 


	Company Affiliates	 	 
	Other than the Company's Subsidiaries listed above, there are not Affiliates
	 	 	 	 	 	 
	Company's directors and senior officers
	 	 	 	 	 	 
	Board of Directors
	Wendy Simpson, Chairman and Chief Executive Officer
	Boyd Hendrickson	 	 	 	 
	James J. Pieczynski	 	 	 	 
	Devra G. Shapiro	 	 	 	 
	Timothy J. Triche, MD, PhD	 	 	 
	Cornelia Cheng	 	 	 	 
	 	 	 	 	 	 
	Senior Officers
	Wendy Simpson, Chairman and Chief Executive Officer
	Pamela J Shelley-Kessler, Co-President, Chief Financial Officer and Secretary
	Clint B Malin, Co-President and Chief Investment Officer


 






    Schedule 5.4-3


     


    

 


Schedule 5.5


 


Financial Statements


 


FINANCIAL STATEMENTS PROVIDED TO PURCHASERS


 


Financial information available on the Company website at www.ltcreit.com,
including the Company’s:


 


- 10-Q file April 28, 2022 for the Quarter-ended March 31,
2022


- 10-K filed February 17, 2022 for the Year-ended December 31,
2021


- 10-Q filed October 28, 2021 for the Quarter-ended September 30,
2021


- 10-Q filed July 29, 2021 for the Quarter-ended June 30,
2021


- 10-Q filed April 29, 2021 for the Quarter-ended March 31,
2021


- 10-K filed February 18, 2021 for the Year-ended December 31,
2020


- 10-K filed February 20, 2020 for the Year-ended December 31,
2019


- 10-K filed February 28, 2019 for the Year-ended December 31,
2018


- 10-K filed March 1, 2018 for the Year-ended December 31,
2017


 






    Schedule 5.5-1


     


    

 


Schedule 5.15


 


Existing Indebtedness
for Borrowed Money


 




[Omitted pursuant to Item 601(a)(5) of Regulation S-K.  The registrant will provide a copy to the Securities and Exchange Commission
or its staff upon request]


 






    Schedule 5.15-1


     


    

 


Schedule 8.1


 


Required Prepayments


 


	Payment Date	 	Amount of 
 Required Principal

 Prepayment	 
	5/17/2022	 	 	-	 
	5/17/2023	 	 	-	 
	5/17/2024	 	 	-	 
	5/17/2025	 	 	-	 
	5/17/2026	 	 	-	 
	5/17/2027	 	 	-	 
	5/17/2028	 	 	-	 
	5/17/2029	 	$	5,000,000	 
	5/17/2030	 	$	5,000,000	 
	5/17/2031	 	$	30,000,000	 
	5/17/2032	 	$	25,000,000	 



 






    Schedule 8.1-1


     


    

 


Exhibit A


 


Form of Series I Note


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS
OF ANY STATE. NO TRANSFER OR SALE OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE
UNDER THE ACT AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE REQUIRED UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE UNDER THE ACT AND SUCH LAWS.


 


LTC PROPERTIES, INC.


3.66%
SERIES I SENIOR NOTE DUE MAY 17, 2033


 


	No. [___]	[Date]
	$[____]	 PPN: 502175 E*9




 


FOR
VALUE RECEIVED, the undersigned, LTC PROPERTIES, INC. (herein called the “Company”), a corporation
organized under the laws of the State of Maryland, hereby promises to pay to [_____________], or registered assigns, the principal sum
of [___________] DOLLARS on May 17, 2033, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 3.66% per annum from the date hereof, payable at maturity and quarterly, on the 17th day of
each February, May, August and November in each year, commencing with the February 17th, May 17th, August 17th
or November 17th next succeeding the date hereof until the principal hereof shall have become due and payable, and (b) at a
rate per annum from time to time equal to the greater of (i) 5.66% and (ii) 2.00% over the rate of interest publicly announced
by JPMorgan Chase Bank from time to time in New York, New York as its “base” or “prime” rate (i) on any overdue
payment of interest, and (ii) following the occurrence and during the continuance of an Event of Default (as defined in the Agreement
referred to below) on the unpaid principal balance, any overdue payment of interest and any overdue payment of any Make-Whole Amount,
in the case of each of clause (i) and (ii), payable quarterly as aforesaid (or, at the option of the registered holder hereof, on
demand).


 


Payments of principal of, interest on and any
Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New
York, New York or at such other place as the holder hereof shall designate to the Company in writing as provided in the Agreement referred
to below.


 


This Note is one of a series of senior notes (herein
called the “Notes”) issued pursuant to a Note Purchase Agreement, dated as of May 17, 2022 (as from time to time
amended, amended and restated, supplemented or otherwise modified, the “Agreement”), between the Company, on the one
hand, and the other Persons party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, to have made the representation set forth in Sections 6.2 and 6.3 of the Agreement.


 


This Note is a registered Note and, as provided
in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the
then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration
of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Company will not be affected by any notice to the contrary.


 






    Exhibit A-1


     


    

 


The Company will make required prepayments of
principal on the dates and in the amounts specified in the Agreement. This Note is also subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.


 


If an Event of Default occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect, provided in the Agreement.


 


Capitalized terms used and not otherwise defined
herein shall have the meanings provided in the Agreement.


 


This Note shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law
of such state that would permit the application of the laws of a jurisdiction other than such state.


 


	 	LTC PROPERTIES, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:



 






    Exhibit A-2


     


    

 


Exhibit  B-1


 


Form of Opinion of Special Counsel for
the Company


 


[Omitted pursuant to Item 601(a)(5) of
Regulation S-K.  The registrant will provide a copy to the Securities and Exchange Commission or its staff upon request]


 






    Exhibit B-1


     


    

 


Exhibit B-2


 


Form of Opinion of Special Maryland
Counsel for Company


 


[Omitted pursuant to Item 601(a)(5) of
Regulation S-K.  The registrant will provide a copy to the Securities and Exchange Commission or its staff upon request]


 






    Exhibit B-2


     


    

 


Exhibit C


 


Form of Compliance Certificate


 


[Omitted pursuant to Item 601(a)(5) of
Regulation S-K.  The registrant will provide a copy to the Securities and Exchange Commission or its staff upon request]


 






    Exhibit C-1