TABLE OF CONTENTS           Page        SECTION 1.    DEFINITIONS  1        1.1 Defined Terms  1        1.2 Other Definitional Provisions  22        SECTION 2.    AMOUNT AND TERMS OF COMMITMENTS  23        2.1 Term Commitments  23        2.2 Procedure for Term Loan Borrowing  23        2.3 Repayment of Term Loans  23        2.4 Revolving Commitments  24        2.5 Procedure for Revolving Loan Borrowing  25        2.6 Swingline Commitment  25        2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans  26        2.8 Commitment Fees, etc  27        2.9 Termination or Reduction of Revolving Commitments  27        2.10 Optional Prepayments  28        2.11 Mandatory Prepayments and Commitment Reductions  28        2.12 Conversion and Continuation Options  29        2.13 Limitations on Eurodollar Tranches  30        2.14 Interest Rates and Payment Dates  30        2.15 Computation of Interest and Fees  31        2.16 Inability to Determine Interest Rate  31        2.17 Pro Rata Treatment and Payments  31        2.18 Requirements of Law  33        2.19 Taxes  34        2.20 Indemnity  36        2.21 Change of Lending Office  36        2.22 Replacement of Lenders  37        2.23 Incremental Commitments  38 
i

 
           Page        SECTION 3.    LETTERS OF CREDIT  39        3.1 L/C Commitment  39        3.2 Procedure for Issuance of Letter of Credit  39        3.3 Fees and Other Charges  40        3.4 L/C Participations  40        3.5 Reimbursement Obligation of the Borrower  41        3.6 Obligations Absolute  42        3.7 Letter of Credit Payments  42        3.8 Applications  42        SECTION 4.    REPRESENTATIONS AND WARRANTIES  42        4.1 Financial Condition  42        4.2 No Change  43        4.3 Existence; Compliance with Law  43        4.4 Power; Authorization; Enforceable Obligations  44        4.5 No Legal Bar  44        4.6 Litigation  44        4.7 No Default  44        4.8 Ownership of Property; Liens  44        4.9 Intellectual Property  45        4.10 Taxes  45        4.11 Federal Regulations  45        4.12 Labor Matters  45        4.13 ERISA  45        4.14 Investment Company Act; Other Regulations  46        4.15 Subsidiaries  46        4.16 Use of Proceeds  46        4.17 Environmental Matters  46        4.18 Accuracy of Information, etc  47        4.19 Security Documents  48        4.20 Solvency  48 
ii

 
           Page        4.21 Certain Documents  48        4.22 Status of Holdings  48        SECTION 5.    CONDITIONS PRECEDENT  48        5.1 Conditions to Initial Extension of Credit  48        5.2 Conditions to Each Extension of Credit  50        SECTION 6.    AFFIRMATIVE COVENANTS  51        6.1 Financial Statements  51        6.2 Certificates; Other Information  52        6.3 Payment of Obligations  53        6.4 Maintenance of Existence; Compliance  53        6.5 Maintenance of Property; Insurance  53        6.6 Inspection of Property; Books and Records; Discussions  53        6.7 Notices  53        6.8 Environmental Laws  54        6.9 Distributions in the Ordinary Course  54        6.10 Additional Collateral, etc  55        6.11 Notices of Asset Sales or Dispositions  56        6.12 Maintenance of Ratings  56        SECTION 7.    NEGATIVE COVENANTS  56        7.1 Financial Condition Covenants  56        7.2 Indebtedness  58        7.3 Liens  59        7.4 Fundamental Changes  60        7.5 Disposition of Property  60        7.6 Restricted Payments  60        7.7 [Reserved]  61        7.8 Investments  61        7.9 Optional Payments and Modifications of Certain Debt Instruments  61        7.10 Transactions with Affiliates  61        7.11 Sales and Leasebacks  62 
iii

 
           Page        7.12 Swap Agreements  62        7.13 Changes in Fiscal Periods  62        7.14 Negative Pledge Clauses  62        7.15 Clauses Restricting Subsidiary Distributions  62        7.16 Lines of Business  62        SECTION 8.    EVENTS OF DEFAULT  62        SECTION 9.    THE AGENTS  66        9.1 Appointment  66        9.2 Delegation of Duties  66        9.3 Exculpatory Provisions  66        9.4 Reliance by Administrative Agent  67        9.5 Notice of Default  67        9.6 Non-Reliance on Agents and Other Lenders  67        9.7 Indemnification  68        9.8 Agent in Its Individual Capacity  68        9.9 Successor Administrative Agent  68        9.10 Syndication Agent  69        SECTION 10.    MISCELLANEOUS  69        10.1 Amendments and Waivers  69        10.2 Notices  70        10.3 No Waiver; Cumulative Remedies  71        10.4 Survival of Representations and Warranties  71        10.5 Payment of Expenses and Taxes  71        10.6 Successors and Assigns; Participations and Assignments  72        10.7 Adjustments; Set-off  75        10.8 Counterparts  76        10.9 Severability  76        10.10 Integration  76        10.11 Governing Law  76        10.12 Submission To Jurisdiction; Waivers  76 
iv

 
           Page        10.13 Acknowledgements  77        10.14 Releases of Guarantees and Liens  77        10.15 Confidentiality  78        10.16 WAIVERS OF JURY TRIAL  78        10.17 USA PATRIOT Act  78 
v

 
SCHEDULES:   ES Excluded SubsidiariesPBBP Pooled Borrowing Base Properties1.1A Commitments4.4 Consents, Authorizations, Filings and Notices4.15 Subsidiaries4.19(a) UCC Filing Jurisdictions4.23(a) Properties4.23(b) Borrowing Base Properties7.2(d) Existing Indebtedness7.3(f) Existing LiensEXHIBITS:   A Form of Guarantee and Collateral AgreementB Form of Compliance CertificateC Form of Closing CertificateD Form of Assignment and AssumptionE Form of Borrowing Request
 

 
          REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”), dated as of November30, 2007, among MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (“Holdings”), MPTOPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the severalbanks and other financial institutions or entities from time to time parties to this Agreement (the“Lenders”), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the“Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.          The parties hereto hereby agree as follows:SECTION 1. DEFINITIONS     1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1shall have the respective meanings set forth in this Section 1.1.          “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal FundsEffective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: “Prime Rate”shall mean the rate of interest per annum publicly announced from time to time by JPMorgan ChaseBank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate notbeing intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connectionwith extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate orthe Federal Funds Effective Rate shall be effective as of the opening of business on the effectiveday of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.          “ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.          “Adjusted NOI”: for any fiscal period, the NOI (or pro rata share of NOI from anyReal Property owned by an unconsolidated Subsidiary or joint venture of the Borrower) from any RealProperty *minus*the Capital Expenditure Reserve net of the amount of such Capital ExpenditureReserve provided by tenants pursuant to leases for such Real Property and adjusted to remove theeffect of recognizing rental income on a straight-line basis over the applicable lease term.          “Adjustment Date”: as defined in the definition of “Pricing Grid”.          “Administrative Agent”: JPMorgan Chase Bank, N.A., together with its affiliates, asthe arranger of the Commitments and as the administrative agent for the Lenders under thisAgreement and the other Loan Documents, together with any of its successors.          “Affiliate”: as to any Person, any other Person that, directly or indirectly, is incontrol of, is controlled by, or is under common control with, such Person. For purposes of thisdefinition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10%or more of the securities having ordinary voting power for the election of directors (or persons
 

 
performing similar functions) of such Person or (b) direct or cause the direction of themanagement and policies of such Person, whether by contract or otherwise.     “Agents”: the collective reference to the Syndication Agent and the AdministrativeAgent.          “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a)until the Funding Date, the aggregate amount of such Lender’s Commitments at such time and (b)thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loansand (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the RevolvingCommitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit thenoutstanding.          “Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the AggregateExposure of all Lenders at such time.          “Agreement”: as defined in the preamble hereto.          “Applicable Margin”: for each Type of Loan, the rate per annum set forth under therelevant column heading below:           ABR Loans Eurodollar Loans         Revolving Loans andSwingline Loans  0.75%  1.75%         Term Loans  1.00%  2.00%; provided, that (a) on and after the first Adjustment Date occurring after the ClosingDate, the Applicable Margin with respect to Revolving Loans and Swingline Loans will be determinedpursuant to the Pricing Grid and (b) if the Total Leverage Ratio exceeds 55%, the Applicable Marginfor Term Loans shall be 1.25% for ABR Loans and 2.25% for Eurodollar Loans, effective as of theAdjustment Date.          “Application”: an application, in such form as the Issuing Lender may specify fromtime to time, requesting the Issuing Lender to issue a Letter of Credit.          “Approved Fund”: as defined in Section 10.6(b).          “Asset Sale”: any Disposition of property or series of related Dispositions of anyBorrowing Base Property or any Mortgage Note included in the computation of Borrowing Base Value(excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 7.5) thatyields gross proceeds to any Group Member (valued at the initial principal amount thereof in thecase of non-cash proceeds consisting of notes or other debt securities and valued at fair marketvalue in the case of other non-cash proceeds) in excess of $500,000.          “Assignee”: as defined in Section 10.6(b).
-2-

 
          “Assignment and Assumption”: an Assignment and Assumption, substantially in the formof Exhibit D.          “Available Revolving Commitment”: as to any Revolving Lender at any time, an amountequal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over(b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that incalculating any Lender’s Revolving Extensions of Credit for the purpose of determining suchLender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amountof Swingline Loans then outstanding shall be deemed to be zero.          “Benefitted Lender”: as defined in Section 10.7(a).          “Board”: the Board of Governors of the Federal Reserve System of the United States(or any successor).          “Borrower”: as defined in the preamble hereto.          “Borrowing Base NOI”: for any fiscal period, the total Adjusted NOI attributable toall Borrowing Base Properties for such period plus the net income attributable to unencumberedMortgage Notes included in the computation of Borrowing Base Value.          “Borrowing Base Property”: any Real Property that meets each of the followingcriteria as of the date of determination, provided that the addition of a Borrowing Base Propertyafter the Closing Date shall also be subject to the requirements of Section 6.10(b): 1. Such Real Property is either (i) 100% fee owned or groundleased (with a remaining term of at least 40 years and the ability to qualifyfor financing under traditional long term financing terms and conditions), byBorrower or a Guarantor or (ii) at least 51% owned by the Borrower, directly orindirectly, so long as the Borrower controls the sale and financing of suchReal Property.  2. Such Real Property is either (A) improved with one or morecompleted medical buildings of a type consistent with the Borrower’s businessstrategy or (B) a Pre-Stabilized Asset.  3. (a) The equity interests in the owner of such Real Property arepledged to the Administrative Agent and (b) such Real Property is not directlyor indirectly subject to any Lien (other than Liens permitted under clauses (a)through (e) of Section 7.3) or any negative pledge agreement or other agreementthat prohibits the creation of a Lien.  4. The representations in Section 4.17 are true with respect tosuch Real Property.  5. The buildings and improvements on such Real Property are freeof material defects which would materially decrease the value of such RealProperty.  6. Such Real Property is located in the United States.  7. Such Real Property is subject to a triple-net lease with atenant, such lease is not in default after giving effect to applicable cureperiods, and such tenant is not in bankruptcy or similar insolvencyproceedings.
-3-

 
     “Borrowing Base Value”: an amount equal to the sum without duplication of (i) thelower of the undepreciated cost or market value of those Borrowing Base Properties that are 100%fee owned or ground leased by the Borrower or a Guarantor, plus (ii) the pro rata share of thelower of the undepreciated cost or market value of those Borrowing Base Properties that are atleast 51% owned by the Borrower, directly or indirectly, plus (iii) the book value of unencumberedMortgage Notes so long as (A) the real estate securing such Mortgage Note meets the criteria for aBorrowing Base Property (other than clauses (1), 3(a) and (7) of the definition thereof) and (B)such Mortgage Note is not more than 60 days past due or otherwise in default after giving effect toapplicable cure periods and (C) such Mortgage Note is pledged to the Administrative Agent, plus(iv) unrestricted cash and Cash Equivalents in excess of $10,000,000, all, except for clause (ii),as determined on a consolidated basis in accordance with GAAP;provided that (A) not more than 30% of Borrowing Base Value shall be attributable toMortgage Notes, (B) not more than 20% of Borrowing Base Value may be attributable to any singleBorrowing Base Property, (C) not more than 15% of Borrowing Base Value may be attributable tosingle Borrowing Base Properties (other than Pre-Stabilized Assets) which have a Lease CoverageRatio below 1.5 to 1.0 or Pooled Borrowing Base Properties which have an aggregate Lease CoverageRatio of 1.5 to 1.0, and any Borrowing Base Property or Pooled Borrowing Base Properties which failto achieve such Lease Coverage Ratio for more than two consecutive quarters shall cease to beeligible for inclusion in the calculation of Borrowing Base Value, (D) not more than 20% ofBorrowing Base Value may be attributable to Pre-Stabilized Assets (other than Credit-EnhancedPre-Stabilized Assets), (E) not more than 10% of Borrowing Base Value may be attributable toCredit-Enhanced Pre-Stabilized Assets, (F) not more than 30% of Borrowing Base Value may beattributable to Borrowing Base Properties and Mortgage Notes for which a single Person is thetenant or obligor (and where any tenant or obligor is a joint venture in which a Person holds aninterest, only such Person’s pro-rata share of the Borrowing Base Value attributable to theBorrowing Base Property or Mortgage Note owned by such joint venture shall be counted against suchPerson for purposes of this clause (F)), and (G) not more than 15% of Borrowing Base Value may beattributable to Borrowing Base Properties that are not wholly-owned by the Borrower or a Guarantor.     “Borrowing Date”: any Business Day specified by the Borrower as a date on which theBorrower requests the relevant Lenders to make Loans hereunder.     “Business”: as defined in Section 4.17(b).     “Business Day”: a day other than a Saturday, Sunday or other day on which commercialbanks in New York City are authorized or required by law to close, provided, that withrespect to notices and determinations in connection with, and payments of principal and intereston, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits inthe interbank eurodollar market.     “Capital Expenditure Reserve”: for any Real Property, the greater of (a) the amountof reserves required to be provided by tenants under either the lease (or related leasedocumentation) for or the Mortgage Note (or related loan documentation) secured by such Property or(b) $1,500 per medical bed which is in service and located at such Real Property.
-4-

 
     “Capital Expenditures”: for any period, with respect to any Person, the aggregate ofall expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to acapital lease) of fixed or capital assets or additions to equipment (including replacements,capitalized repairs and improvements during such period) that should be capitalized under GAAP on aconsolidated balance sheet of such Person and its Subsidiaries.     “Capital Lease Obligations”: as to any Person, the obligations of such Person to payrent or other amounts under any lease of (or other arrangement conveying the right to use) real orpersonal property, or a combination thereof, which obligations are required to be classified andaccounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposesof this Agreement, the amount of such obligations at any time shall be the capitalized amountthereof at such time determined in accordance with GAAP.     “Capital Stock”: any and all shares, interests, participations or other equivalents(however designated) of capital stock of a corporation, any and all equivalent ownership interestsin a Person (other than a corporation) and any and all warrants, rights or options to purchase anyof the foregoing.     “Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionallyguaranteed by, the United States Government or issued by any agency thereof and backed by the fullfaith and credit of the United States, in each case maturing within one year from the date ofacquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bankdeposits having maturities of six months or less from the date of acquisition issued by any Lenderor by any commercial bank organized under the laws of the United States or any state thereof havingcombined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer ratedat least A-1 by Standard & Poor’s Ratings Services (“S&P”) or P-1 by Moody’s InvestorsService, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognizedrating agency, if both of the two named rating agencies cease publishing ratings of commercialpaper issuers generally, and maturing within six months from the date of acquisition; (d)repurchase obligations of any Lender or of any commercial bank satisfying the requirements ofclause (b) of this definition, having a term of not more than 30 days, with respect to securitiesissued or fully guaranteed or insured by the United States government; (e) securities withmaturities of one year or less from the date of acquisition issued or fully guaranteed by anystate, commonwealth or territory of the United States, by any political subdivision or taxingauthority of any such state, commonwealth or territory or by any foreign government, the securitiesof which state, commonwealth, territory, political subdivision, taxing authority or foreigngovernment (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities withmaturities of six months or less from the date of acquisition backed by standby letters of creditissued by any Lender or any commercial bank satisfying the requirements of clause (b) of thisdefinition; (g) money market mutual or similar funds that invest exclusively in assets satisfyingthe requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i)comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, asamended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least$5,000,000,000.     “Closing Date”: the date hereof.
-5-

 
          “Code”: the Internal Revenue Code of 1986, as amended from time to time.          “Collateral”: all property of the Loan Parties, now owned or hereafter acquired, uponwhich a Lien is purported to be created by any Security Document.          “Commitment”: as to any Lender, the sum of the Term Commitment and the RevolvingCommitment of such Lender.          “Commitment Fee Rate”: for any calendar quarter (a) 0.35% per annum if the averagedaily amount of the aggregate Available Revolving Commitments of all Revolving Lenders for suchquarter is greater than 50% of the Total Revolving Commitments and (b) 0.20% per annum if theaverage daily amount of the aggregate Available Revolving Commitments of all Revolving Lenders forsuch quarter is less than or equal to 50% of the Total Revolving Commitments.          “Commonly Controlled Entity”: an entity, whether or not incorporated, that is undercommon control with the Borrower within the meaning of Section 4001 of ERISA or is part of a groupthat includes the Borrower and that is treated as a single employer under Section 414 of the Code.          “Compliance Certificate”: a certificate duly executed by a Responsible Officersubstantially in the form of Exhibit B.          “Conduit Lender”: any special purpose corporation organized and administered by anyLender for the purpose of making Loans otherwise required to be made by such Lender and designatedby such Lender in a written instrument; provided, that the designation by any Lender of aConduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loanunder this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and thedesignating Lender (and not the Conduit Lender) shall have the sole right and responsibility todeliver all consents and waivers required or requested under this Agreement with respect to itsConduit Lender, and provided, further, that no Conduit Lender shall (a) be entitledto receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 10.5 than the designatingLender would have been entitled to receive in respect of the extensions of credit made by suchConduit Lender or (b) be deemed to have any Commitment.          “Confidential Information Memorandum”: the Confidential Information Memorandum datedOctober, 2007 and furnished to certain Lenders.          “Continuing Directors”: the directors of Holdings on the Closing Date, and each otherdirector, if, in each case, such other director’s nomination for election or appointment to theboard of directors of Holdings is made by, or at the direction of, at least 66-2/3% of the thenContinuing Directors.          “Contractual Obligation”: as to any Person, any provision of any security issued bysuch Person or of any agreement, instrument or other undertaking to which such Person is a party orby which it or any of its property is bound.
-6-

 
          “Control Investment Affiliate”: as to any Person, any other Person that (a) directlyor indirectly, is in control of, is controlled by, or is under common control with, such Person and(b) is organized by such Person primarily for the purpose of making equity or debt investments inone or more companies. For purposes of this definition, “control” of a Person means the power,directly or indirectly, to direct or cause the direction of the management and policies of suchPerson whether by contract or otherwise.          “Credit-Enhanced Pre-Stabilized Assets”: the Pre-Stabilized Assets consisting of (a)as of the Closing Date, (i) the Real Property known as Paradise Valley, so long as the obligationsof the tenant thereunder are guaranteed by Prime Healthcare Services, Inc. and (ii) the RealProperty known as Centinela Hospital Medical Center, so long as the obligations of the tenantthereunder are guaranteed by Prime Healthcare Services, Inc. and (b) such other properties andguarantors as are proposed by the Borrower and are reasonably acceptable to the AdministrativeAgent. Each of such properties shall continue to be treated as a Credit-Enhanced Pre-StabilizedAsset until the earlier of (x) such Real Property individually achieves a Lease Coverage Ratio ofat least 1.5 to 1.0, or any group of Pooled Borrowing Base Properties achieves an aggregate LeaseCoverage Ratio of 1.5 to 1.0, or (y) the 18-month anniversary of completion of construction,redevelopment or acquisition of such Real Property, provided that such completion shall beevidenced by (i) an officer’s certificate attesting to such completion in the case of construction,or (ii) a valid license to operate and an executed lease in the case of a Pre-Stabilized Asset oran asset that requires redevelopment or repositioning.          “Default”: any of the events specified in Section 8, whether or not any requirementfor the giving of notice, the lapse of time, or both, has been satisfied.          “Disposition”: with respect to any property, any sale, lease, sale and leaseback,assignment, conveyance, transfer, or other disposition thereof. The terms “Dispose” and“Disposed of” shall have correlative meanings.          “Dollars” and “$”: dollars in lawful currency of the United States.          “Domestic Subsidiary”: any Subsidiary of the Borrower organized under the laws of anyjurisdiction within the United States.          “EBITDA”: for any fiscal period for any Person, consolidated net income (or loss)before interest, taxes, depreciation and amortization, calculated for such period on a consolidatedbasis in conformity with GAAP, excluding gains and losses from extraordinary items andnon-recurring items or asset sales or write-ups/write-downs or forgiveness of indebtedness.          “EBITDAR”: for any fiscal period for any Person, consolidated net income (or loss)before interest, taxes, depreciation, amortization and rent or operating lease expense, calculatedfor such period on a consolidated basis in conformity with GAAP, excluding gains and losses fromextraordinary items and non-recurring items or asset sales or write-ups/write-downs or forgivenessof indebtedness.          “Environmental Laws”: any and all foreign, Federal, state, local or municipal laws,rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any
-7-

 
Governmental Authority or other Requirements of Law (including common law) regulating,relating to or imposing liability or standards of conduct concerning protection of human health orthe environment, as now or may at any time hereafter be in effect.          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time totime.          “Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, theaggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserverequirements in effect on such day (including basic, supplemental, marginal and emergency reserves)under any regulations of the Board or other Governmental Authority having jurisdiction with respectthereto dealing with reserve requirements prescribed for eurocurrency funding (currently referredto as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of theFederal Reserve System.          “Eurodollar Base Rate”: with respect to each day during each Interest Periodpertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate fordeposits in Dollars for a period equal to such Interest Period commencing on the first day of suchInterest Period appearing on Page LIBOR 01 of the Reuters screen as of 11:00 A.M., London time, twoBusiness Days prior to the beginning of such Interest Period. In the event that such rate does notappear on Page LIBOR 01 of the Reuters screen (or otherwise on such screen), the “EurodollarBase Rate” shall be determined by reference to such other comparable publicly available servicefor displaying eurodollar rates as may be selected by the Administrative Agent or, in the absenceof such availability, by reference to the rate at which the Administrative Agent is offered Dollardeposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning ofsuch Interest Period in the interbank eurodollar market where its eurodollar and foreign currencyand exchange operations are then being conducted for delivery on the first day of such InterestPeriod for the number of days comprised therein.          “Eurodollar Loans”: Loans the rate of interest applicable to which is based upon theEurodollar Rate.          “Eurodollar Rate”: with respect to each day during each Interest Period pertaining toa Eurodollar Loan, a rate per annum determined for such day in accordance with the followingformula (rounded upward to the nearest 1/100th of 1%):       Eurodollar Base Rate         1.00 — Eurocurrency Reserve Requirements            “Eurodollar Tranche”: the collective reference to Eurodollar Loans the then currentInterest Periods with respect to all of which begin on the same date and end on the same later date(whether or not such Loans shall originally have been made on the same day).          “Event of Default”: any of the events specified in Section 8, provided thatany requirement for the giving of notice, the lapse of time, or both, has been satisfied.          “Excluded Foreign Subsidiary”: any Foreign Subsidiary.
-8-

 
          “Excluded Subsidiaries”: the Subsidiaries of the Borrower listed on Schedule ESattached hereto.          “Existing Credit Agreement”: the Credit Agreement dated as of October 27, 2005 amongthe Borrower, Merrill Lynch Capital, as Administrative Agent, and the lenders party thereto, as thesame may be modified or amended or the provisions thereof waived from time to time.          “Existing Term Loan Agreement”: the Term Loan Credit Agreement dated as of August 9,2007 among the Borrower, Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent and theLenders party thereto, as amended to date.          “Facility”: each of (a) the Term Commitments and the Term Loans made thereunder (the“Term Facility”) and (b) the Revolving Commitments and the extensions of credit madethereunder (the “Revolving Facility”), and collectively, the “Facilities”.          “Facility Indebtedness”: the sum of the outstanding principal amount of the TermLoans plus the Total Revolving Extensions of Credit.          “Facility Interest Expense”: for any fiscal period, the amount of Interest Expense onFacility Indebtedness.          “Federal Funds Effective Rate”: for any day, the weighted average of the rates onovernight federal funds transactions with members of the Federal Reserve System arranged by federalfunds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of NewYork, or, if such rate is not so published for any day that is a Business Day, the average of thequotations for the day of such transactions received by JPMorgan Chase Bank, N.A. from threefederal funds brokers of recognized standing selected by it.          “Fee Payment Date”: the first Business Day following the last day of each March,June, September and December and the last day of the Revolving Commitment Period.          “FFO”: for any fiscal period, “funds from operations” of the Group Members as definedin accordance with resolutions adopted by the Board of Governors of the National Association ofReal Estate Investment Trusts as in effect from time to time; provided that FFO shall (a) be basedon net income after payment of distributions to holders of preferred partnership units in theBorrower and distributions necessary to pay holders of preferred stock of the Company, (b) at alltimes exclude (i) charges for impairment losses from property sales and (ii) non-recurring chargesand (c) from the Closing Date through the first anniversary of the Closing Date, include gains fromasset sales.          “Foreign Subsidiary”: any Subsidiary of the Borrower that is not a DomesticSubsidiary.          “Funding Date”: the date on which the conditions precedent set forth in Section 5.1shall have been satisfied.
-9-

 
          “Funding Office”: the office of the Administrative Agent specified in Section 10.2 orsuch other office as may be specified from time to time by the Administrative Agent as its fundingoffice by written notice to the Borrower and the Lenders.          “GAAP”: generally accepted accounting principles in the United States as in effectfrom time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basisof such principles in effect on the date hereof and consistent with those used in the preparationof the most recent audited financial statements referred to in Section 4.1(b). In the event thatany “Accounting Change” (as defined below) shall occur and such change results in a change in themethod of calculation of financial covenants, standards or terms in this Agreement, then theBorrower and the Administrative Agent agree to enter into negotiations in order to amend suchprovisions of this Agreement so as to reflect equitably such Accounting Changes with the desiredresult that the criteria for evaluating the Borrower’s financial condition shall be the same aftersuch Accounting Changes as if such Accounting Changes had not been made. Until such time as suchan amendment shall have been executed and delivered by the Borrower, the Administrative Agent andthe Required Lenders, all financial covenants, standards and terms in this Agreement shall continueto be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes”refers to changes in accounting principles required by the promulgation of any rule, regulation,pronouncement or opinion by the Financial Accounting Standards Board of the American Institute ofCertified Public Accountants or, if applicable, the SEC.          “Governmental Authority”: any nation or government, any state or other politicalsubdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bankor other entity exercising executive, legislative, judicial, taxing, regulatory or administrativefunctions of or pertaining to government, any securities exchange and any self-regulatoryorganization (including the National Association of Insurance Commissioners).          “Group Members”: the collective reference to Holdings, the Borrower and theirrespective Subsidiaries.          “Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement to beexecuted and delivered by Holdings, the Borrower and each Subsidiary Guarantor, substantially inthe form of Exhibit A.          “Guarantee Obligation”: as to any Person (the “guaranteeing person”), anyobligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeingPerson that guarantees or in effect guarantees, or which is given to induce the creation of aseparate obligation by another Person (including any bank under any letter of credit) thatguarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the“primary obligations”) of any other third Person (the “primary obligor”) in anymanner, whether directly or indirectly, including any obligation of the guaranteeing person,whether or not contingent, (i) to purchase any such primary obligation or any property constitutingdirect or indirect security therefor, (ii) to advance or supply funds (1) for the purchase orpayment of any such primary obligation or (2) to maintain working capital or equity capital of theprimary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) topurchase property, securities or services primarily for the purpose of assuring the
-10-

 
owner of any such primary obligation of the ability of the primary obligor to make payment ofsuch primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primaryobligation against loss in respect thereof; provided, however, that the termGuarantee Obligation shall not include endorsements of instruments for deposit or collection in theordinary course of business. The amount of any Guarantee Obligation of any guaranteeing personshall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of theprimary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amountfor which such guaranteeing person may be liable pursuant to the terms of the instrument embodyingsuch Guarantee Obligation, unless such primary obligation and the maximum amount for which suchguaranteeing person may be liable are not stated or determinable, in which case the amount of suchGuarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liabilityin respect thereof as determined by the Borrower in good faith.          “Guarantors”: the collective reference to Holdings and the Subsidiary Guarantors.          “Holdings”: as defined in the preamble hereto.          “Indebtedness”: of any Person at any date, without duplication, (a) all indebtednessof such Person for borrowed money, (b) all obligations of such Person for the deferred purchaseprice of property or services (other than current trade payables incurred in the ordinary course ofsuch Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debenturesor other similar instruments, (d) all indebtedness created or arising under any conditional sale orother title retention agreement with respect to property acquired by such Person (even though therights and remedies of the seller or lender under such agreement in the event of default arelimited to repossession or sale of such property), (e) all Capital Lease Obligations of suchPerson, (f) all obligations of such Person, contingent or otherwise, as an account party orapplicant under or in respect of acceptances, letters of credit, surety bonds or similararrangements, (g) the liquidation value of all redeemable preferred Capital Stock of such Person,(h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to inclauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through(h) above secured by (or for which the holder of such obligation has an existing right, contingentor otherwise, to be secured by) any Lien on property (including accounts and contract rights) ownedby such Person, whether or not such Person has assumed or become liable for the payment of suchobligation, (j) all obligations under so-called forward equity purchase contracts to the extentsuch obligations are not payable solely in equity interests, (k) all obligations in respect of anyso-called “synthetic lease” (i.e., a lease of property which is treated as an operating lease underGAAP and as a loan for U.S. income tax purposes) and (l) such obligor’s liabilities, contingent orotherwise of the type set forth in (a) through (h) above, under any joint-venture, limitedliability company or partnership agreement, and (m) for the purposes of Section 8(e) only, allobligations of such Person in respect of Swap Agreements. The Indebtedness of any Person shallinclude the Indebtedness of any other entity (including any partnership in which such Person is ageneral partner) to the extent such Person is liable therefor as a result of such Person’sownership interest in or other relationship with such entity, except to the extent the terms ofsuch Indebtedness expressly provide that such Person is not liable therefor.
-11-

 
          “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan isinsolvent within the meaning of Section 4245 of ERISA.          “Insolvent”: pertaining to a condition of Insolvency.          “Intellectual Property”: the collective reference to all rights, priorities andprivileges relating to intellectual property, whether arising under United States, multinational orforeign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses,trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law orin equity for any infringement or other impairment thereof, including the right to receive allproceeds and damages therefrom.          “Interest Expense”: for any fiscal period, an amount equal to the sum of thefollowing with respect to all Total Indebtedness: (i) total interest expense, accrued in accordancewith GAAP, plus (ii) all capitalized interest determined in accordance with GAAP, plus (iii) theamortization of deferred financing costs (including the Borrower’s prorata share thereof forunconsolidated Subsidiaries and joint ventures).          “Interest Payment Date”: (a) as to any ABR Loan (other than any Swingline Loan), thelast day of each March, June, September and December to occur while such Loan is outstanding andthe final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period ofthree months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having anInterest Period longer than three months, each day that is three months, or a whole multiplethereof, after the first day of such Interest Period and the last day of such Interest Period, (d)as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the dateof any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the daythat such Loan is required to be repaid.          “Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing onthe borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan andending one, two, three or six months thereafter, as selected by the Borrower in its notice ofborrowing or notice of conversion, as the case may be, given with respect thereto; and (b)thereafter, each period commencing on the last day of the next preceding Interest Period applicableto such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by theBorrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York Citytime, on the date that is three Business Days prior to the last day of the then current InterestPeriod with respect thereto; provided that, all of the foregoing provisions relating toInterest Periods are subject to the following:     (i) if any Interest Period would otherwise end on a day that is not a Business Day,such Interest Period shall be extended to the next succeeding Business Day unless the resultof such extension would be to carry such Interest Period into another calendar month inwhich event such Interest Period shall end on the immediately preceding Business Day;
-12-

 
     (ii) the Borrower may not select an Interest Period under a particular Facility thatwould extend beyond the Revolving Termination Date or the Term Loan Maturity Date, as thecase may be;     (iii) any Interest Period that begins on the last Business Day of a calendar month (oron a day for which there is no numerically corresponding day in the calendar month at theend of such Interest Period) shall end on the last Business Day of a calendar month; and     (iv) the Borrower shall select Interest Periods so as not to require a payment orprepayment of any Eurodollar Loan during an Interest Period for such Loan.          “Investments”: as defined in Section 7.8.          “Issuing Lender”: JPMorgan Chase Bank, N.A. or any affiliate thereof, in its capacityas issuer of any Letter of Credit.          “L/C Commitment”: $15,000,000.          “L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate thenundrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amountof drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.          “L/C Participants”: the collective reference to all the Revolving Lenders other thanthe Issuing Lender.          “Lease Coverage Ratio”: for any Person or property, the ratio of EBITDAR for suchPerson or property to the aggregate rent payable under leases with respect to such Person orproperty for any quarter.          “Lenders”: as defined in the preamble hereto; provided, that unless thecontext otherwise requires, each reference herein to the Lenders shall be deemed to include anyConduit Lender.          “Letters of Credit”: as defined in Section 3.1(a).          “Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance, lien (statutory or other), charge or other security interest or any preference,priority or other security agreement or preferential arrangement of any kind or nature whatsoever(including any conditional sale or other title retention agreement and any capital lease havingsubstantially the same economic effect as any of the foregoing).          “Loan”: any loan made by any Lender pursuant to this Agreement.          “Loan Documents”: this Agreement, the Security Documents, the Notes and anyamendment, waiver, supplement or other modification to any of the foregoing.
-13-

 
          “Loan Parties”: each Group Member that is a party to a Loan Document.          “Majority Facility Lenders”: with respect to any Facility, the holders of more than50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions ofCredit, as the case may be, outstanding under such Facility (or, in the case of the RevolvingFacility, prior to any termination of the Revolving Commitments, the holders of more than 50% ofthe Total Revolving Commitments).          “Material Adverse Effect”: a material adverse effect on (a) the business, property,operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as awhole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents orthe rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.          “Materials of Environmental Concern”: any gasoline or petroleum (including crude oilor any fraction thereof) or petroleum products or any hazardous or toxic substances, materials orwastes, defined or regulated as such in or under any Environmental Law, including asbestos,polychlorinated biphenyls and urea-formaldehyde insulation.          “Moody’s”: as defined in the definition of Cash Equivalents.          “Mortgage Note”: as defined in the definition of Total Asset Value.          “Mortgage Secured Indebtedness”: the portion of Total Indebtedness which is securedby a mortgage Lien on Real Property.          “Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section4001(a)(3) of ERISA.          “Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, theproceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received byway of deferred payment of principal pursuant to a note or installment receivable or purchase priceadjustment receivable or otherwise, but only as and when received), net of attorneys’ fees,accountants’ fees, investment banking fees, amounts required to be applied to the repayment ofIndebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject ofsuch Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and othercustomary fees and expenses actually incurred in connection therewith and net of taxes paid orreasonably estimated to be payable as a result thereof (after taking into account any available taxcredits or deductions and any tax sharing arrangements) and (b) in connection with any issuance orsale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from suchissuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees,underwriting discounts and commissions and other customary fees and expenses actually incurred inconnection therewith.          “Net Operating Income (“NOI”)”: for any fiscal period, and with respect to any RealProperty, the total rental and other operating income from the operation of such Real Propertyafter deducting all expenses and other proper charges incurred in connection with the operation ofsuch Real Property during such fiscal period, including, without limitation, property operatingexpenses, real estate taxes and bad debt expenses, but before payment or provision for
-14-

 
Total Fixed Charges, income taxes, and depreciation, amortization, and other non-cashexpenses, all as determined in accordance with GAAP. In the case of Real Property owned byAffiliates of the Borrower which are not wholly-owned by the Borrower, Net Operating Income shallbe reduced by the amount of cash flow of such Affiliate allocated for distribution to the otherowners of such Affiliate.          “Non-Excluded Taxes”: as defined in Section 2.19(a).          “Non-U.S. Lender”: as defined in Section 2.19(d).          “Notes”: the collective reference to any promissory note evidencing Loans.          “Obligations”: the unpaid principal of and interest on (including interest accruingafter the maturity of the Loans and Reimbursement Obligations and interest accruing after thefiling of any petition in bankruptcy, or the commencement of any insolvency, reorganization or likeproceeding, relating to the Borrower, whether or not a claim for post-filing or post-petitioninterest is allowed in such proceeding) the Loans and all other obligations and liabilities of theBorrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute orcontingent, due or to become due, or now existing or hereafter incurred, which may arise under, outof, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, or anyother document made, delivered or given in connection herewith or therewith, whether on account ofprincipal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including allfees, charges and disbursements of counsel to the Administrative Agent or to any Lender that arerequired to be paid by the Borrower pursuant hereto) or otherwise.          “Other Taxes”: any and all present or future stamp or documentary taxes or any otherexcise or property taxes, charges or similar levies arising from any payment made hereunder or fromthe execution, delivery or enforcement of, or otherwise with respect to, this Agreement or anyother Loan Document.          “Participant”: as defined in Section 10.6(c).          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle Aof Title IV of ERISA (or any successor).          “Person”: an individual, partnership, corporation, limited liability company,business trust, joint stock company, trust, unincorporated association, joint venture, GovernmentalAuthority or other entity of whatever nature.          “Plan”: at a particular time, any employee benefit plan that is covered by ERISA andin respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan wereterminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” asdefined in Section 3(5) of ERISA.          “Pooled Borrowing Base Properties”: the Borrowing Base Properties consisting of (a)as of the Closing Date, those properties set forth on Schedule PBBP for which the underlying leasesrelating to such properties are cross-defaulted, and (b) after the Closing Date,
-15-

 
such other additional or replacement Borrowing Base Properties which are reasonably acceptableto the Administrative Agent for addition to Schedule PBBP from time to time.          “Pre-Stabilized Asset”: a Real Property or a Mortgage Note secured by a RealProperty, in each case where such Real Property is in the process of being constructed, redevelopedor repositioned with one or more medical buildings of a type consistent with the Borrower’sbusiness strategy and is proceeding to completion without undue delay. Any such Real Property orMortgage Note shall continue to be treated as a Pre-Stabilized Asset until the earlier of (a) suchReal Property individually achieves a Lease Coverage Ratio of at least 1.5 to 1.0, or any group ofPooled Borrowing Base Properties of which such Real Property is a part achieves an aggregate LeaseCoverage Ratio of 1.5 to 1.0, or (b) the 18-month anniversary of completion of construction,redevelopment or acquisition of such Real Property, provided that such completion shall beevidenced by (i) an officer’s certificate attesting to such completion in the case of construction,or (ii) a valid license to operate and an executed lease in the case of a Pre-Stabilized Asset oran asset that requires redevelopment or repositioning.          “Pricing Grid”: the table set forth below.         Total Leverage Ratio Applicable Margin for Applicable Margin for  Revolving Loans which are Revolving Loans which are  Eurodollar Loans ABR Loans <40%  1.50%  0.50% 340% and <50%  1.75%  0.75% 350% and <55%  2.00%  1.00% 355%  2.25%  1.25%           For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changesin the Total Leverage Ratio shall become effective on the date (the “Adjustment Date”) thatis three Business Days after the date on which financial statements are delivered to the Lenderspursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant tothis paragraph. If any financial statements referred to above are not delivered within the timeperiods specified in Section 6.1, then, until the date that is three Business Days after the dateon which such financial statements are delivered, the highest rate set forth in each column of thePricing Grid shall apply. In addition, at all times while an Event of Default shall have occurredand be continuing, the highest rate set forth in each column of the Pricing Grid shall apply. Eachdetermination of the Total Leverage Ratio pursuant to the Pricing Grid shall be made in a mannerconsistent with the determination thereof pursuant to Section 7.1.          “Projections”: as defined in Section 6.2(b).          “Properties”: as defined in Section 4.17(a).          “Real Property”: any real property owned or ground-leased by a GroupMember.
-16-

 
          “Recourse Mortgage Secured Indebtedness”: Mortgage Secured Indebtedness which isrecourse to the obligor thereunder.          “Recovery Event”: any settlement of or payment in respect of any property or casualtyinsurance claim or any condemnation proceeding relating to any Borrowing Base Property or anyMortgage Note included in the computation of Borrowing Base Value.          “Refunded Swingline Loans”: as defined in Section 2.7.          “Register”: as defined in Section 10.6(b).          “Regulation U”: Regulation U of the Board as in effect from time to time.          “Reimbursement Obligation”: the obligation of the Borrower to reimburse the IssuingLender pursuant to Section 3.5 for amounts drawn under Letters of Credit.          “Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregateNet Cash Proceeds received by any Group Member in connection therewith that are not applied toprepay the Term Loans or Revolving Loans pursuant to Section 2.11(b) as a result of the delivery ofa Reinvestment Notice.          “Reinvestment Event”: any Asset Sale or Recovery Event in respect of which theBorrower has delivered a Reinvestment Notice.          “Reinvestment Notice”: a written notice executed by a Responsible Officer statingthat no Event of Default has occurred and is continuing and that the Borrower (directly orindirectly through a Subsidiary) intends and expects to use (a) all or a specified portion of theNet Cash Proceeds of an Asset Sale or Recovery Event to acquire new Borrowing Base Properties orMortgage Notes to be included in the computation of Borrowing Base Value or (b) all or a specifiedportion of the Net Cash Proceeds of a Recovery Event to repair or replace assets damaged by suchRecovery Event.          “Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, theReinvestment Deferred Amount relating thereto less any amount expended prior to the relevantReinvestment Prepayment Date to acquire new Borrowing Base Properties or Mortgage Notes to beincluded in the computation of Borrowing Base Value or to repair or replace assets damaged by aRecovery Event, as applicable.          “Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlierof (a) the date occurring 120 days after such Reinvestment Event and (b) the date on which theBorrower shall have determined not to, or shall have otherwise ceased to, acquire new BorrowingBase Properties or Mortgage Notes to be included in the computation of Borrowing Base Value orrepair or replace assets damaged by a Recovery Event, as applicable, in each case with all or anyportion of the relevant Reinvestment Deferred Amount.          “REIT”: a domestic trust or corporation that qualifies as a real estate investmenttrust under the provisions of §856, et. seq. of the Code or any successor provisions.
-17-

 
          “Reorganization”: with respect to any Multiemployer Plan, the condition that suchplan is in reorganization within the meaning of Section 4241 of ERISA.          “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, otherthan those events as to which the thirty day notice period is waived under subsections .27, .28,..29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.          “Required Lenders”: at any time, the holders of more than 66-2/3% of (a) until theFunding Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregateunpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitmentsthen in effect or, if the Revolving Commitments have been terminated, the Total RevolvingExtensions of Credit then outstanding.          “Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Lawsor other organizational or governing documents of such Person, and any law, treaty, rule orregulation or determination of an arbitrator or a court or other Governmental Authority, in eachcase applicable to or binding upon such Person or any of its property or to which such Person orany of its property is subject.          “Responsible Officer”: the chief executive officer, president or chief financialofficer of the Borrower, but in any event, with respect to financial matters, the chief financialofficer of the Borrower.          “Restricted Payments”: as defined in Section 7.6.          “Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, tomake Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregateprincipal and/or face amount not to exceed the amount set forth under the heading “RevolvingCommitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumptionpursuant to which such Lender became a party hereto, as the same may be changed from time to timepursuant to the terms hereof, including Section 2.23. The original amount of the Total RevolvingCommitments is $154,000,000.          “Revolving Commitment Period”: the period from and including the Closing Date to theRevolving Termination Date.          “Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amountequal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lenderthen outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstandingand (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loansthen outstanding.          “Revolving Lender”: each Lender that has a Revolving Commitment or that holdsRevolving Loans.          “Revolving Loans”: as defined in Section 2.4(a).
-18-

 
          “Revolving Percentage”: as to any Revolving Lender at any time, the percentage whichsuch Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at anytime after the Revolving Commitments shall have expired or terminated, the percentage which theaggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of theaggregate principal amount of the Revolving Loans then outstanding, provided, that, in theevent that the Revolving Loans are paid in full prior to the reduction to zero of the TotalRevolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designedto ensure that the other outstanding Revolving Extensions of Credit shall be held by the RevolvingLenders on a comparable basis.          “Revolving Termination Date”: November 8, 2010; provided that the Borrower may, bywritten notice to the Administrative Agent (which shall promptly notify each of the Lenders) givenat least sixty (60) days prior to the Revolving Termination Date, extend the Revolving TerminationDate for one (1) year so long as (A) no Default or Event of Default shall have occurred and becontinuing on the date of such written notice and on the effective date of such extension, (B) eachof the representations and warranties made by any Loan Party in or pursuant to the Loan Documentsshall be true and correct on and as of the date of such written notice and on and as of theeffective date of such extension as if made on and as of such dates, and (C) the Borrower pays anaggregate extension fee equal to 0.25% of the then existing Revolving Commitments (to theAdministrative Agent for the ratable benefit of the Revolving Lenders).          “S&P”: as defined in the definition of Cash Equivalents.          “SEC”: the Securities and Exchange Commission, any successor thereto and anyanalogous Governmental Authority.          “Security Documents”: the collective reference to the Guarantee and CollateralAgreement and all other security documents hereafter delivered to the Administrative Agent grantinga Lien on any property of any Person to secure the obligations and liabilities of any Loan Partyunder any Loan Document.          “Senior Exchangeable Note Indenture”: the Indenture dated as of November 6, 2006entered into by the Borrower and Holdings in connection with the issuance of the SeniorExchangeable Notes, together with all instruments and other agreements entered into by the Borroweror Holdings in connection therewith.          “Senior Exchangeable Notes”: the senior exchangeable notes of the Borrower issuedpursuant to the Senior Exchangeable Note Indenture.          “Senior Note Indenture”: the Indenture dated as of July 14, 2006 entered into by theBorrower and Holdings in connection with the issuance of the Senior Notes, together with allinstruments and other agreements entered into by the Borrower or Holdings in connection therewith.          “Senior Notes”: the senior notes of the Borrower issued pursuant to the Senior NoteIndenture.
-19-

 
          “Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that isnot a Multiemployer Plan.          “Solvent”: when used with respect to any Person, means that, as of any date ofdetermination, (a) the amount of the “present fair saleable value” of the assets of such Personwill, as of such date, exceed the amount of all “liabilities of such Person, contingent orotherwise”, as of such date, as such quoted terms are determined in accordance with applicablefederal and state laws governing determinations of the insolvency of debtors, (b) the present fairsaleable value of the assets of such Person will, as of such date, be greater than the amount thatwill be required to pay the liability of such Person on its debts as such debts become absolute andmatured, (c) such Person will not have, as of such date, an unreasonably small amount of capitalwith which to conduct its business, and (d) such Person will be able to pay its debts as theymature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim”means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated,unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,secured or unsecured or (y) right to an equitable remedy for breach of performance if such breachgives rise to a right to payment, whether or not such right to an equitable remedy is reduced tojudgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.          “Specified Change of Control”: a “Change of Control” or “Designated Event” (or anyother defined term having a similar purpose) as defined in the Senior Note Indenture or the SeniorExchangeable Note Indenture.          “Subsidiary”: as to any Person, a corporation, partnership, limited liability companyor other entity of which shares of stock or other ownership interests having ordinary voting power(other than stock or such other ownership interests having such power only by reason of thehappening of a contingency) to elect a majority of the board of directors or other managers of suchcorporation, partnership or other entity are at the time owned, or the management of which isotherwise controlled, directly or indirectly through one or more intermediaries, or both, by suchPerson. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in thisAgreement shall refer to a Subsidiary or Subsidiaries of the Borrower.          “Subsidiary Guarantor”: each Subsidiary of the Borrower other than any ExcludedForeign Subsidiary and any Excluded Subsidiary.          “Swap Agreement”: any agreement with respect to any swap, forward, future orderivative transaction or option or similar agreement involving, or settled by reference to, one ormore rates, currencies, commodities, equity or debt instruments or securities, or economic,financial or pricing indices or measures of economic, financial or pricing risk or value or anysimilar transaction or any combination of these transactions; provided that no phantomstock or similar plan providing for payments only on account of services provided by current orformer directors, officers, employees or consultants of the Borrower or any of its Subsidiariesshall be a “Swap Agreement”.
-20-

 
          “Swingline Commitment”: the obligation of the Swingline Lender to make SwinglineLoans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not toexceed $25,000,000.          “Swingline Lender”: JPMorgan Chase Bank, N.A., in its capacity as the lender ofSwingline Loans.          “Swingline Loans”: as defined in Section 2.6.          “Swingline Participation Amount”: as defined in Section 2.7.          “Syndication Agent”: as defined in the preamble hereto.          “Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make aTerm Loan to the Borrower in a principal amount not to exceed the amount set forth under theheading “Term Commitment” opposite such Lender’s name on Schedule 1.1A. The original aggregateamount of the Term Commitments is $66,000,000.          “Term Lender”: each Lender that has a Term Commitment or that holds a Term Loan.          “Term Loan”: as defined in Section 2.1, and including any incremental Term Loans madepursuant to Section 2.23.          “Term LoanMaturity Date”: November 8, 2011.          “Term Percentage”: as to any Term Lender at any time, the percentage which suchLender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time afterthe Funding Date, the percentage which the aggregate principal amount of such Lender’s Term Loansthen outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).          “Total Asset Value”: an amount equal to the sum, without duplication, of (i) thelower of the undepreciated cost or market value of all Real Properties that are 100% fee owned orground-leased by the Group Members, plus (ii) the pro-rata share of the lower of the undepreciatedcost or market value of all Real Properties that are less than 100% fee owned or ground-leased bythe Group Members, plus (iii) unrestricted cash and Cash Equivalents of the Group Members in excessof $10,000,000, plus (iv) the book value of (A) notes receivable of the Group Members which aresecured by mortgage Liens on real estate and which are not more than 60 days past due or otherwisein default after giving effect to applicable cure periods (“Mortgage Notes”) and (B) notesreceivable of Group Members (1) under which the obligor (or the guarantor thereof) is the operatorof a medical property for which a Group Member is the lessor or mortgagee, (2) which arecross-defaulted to the lease or Mortgage Note held by such Group Member, (3) which are not morethan 60 days past due or otherwise in default after giving effect to applicable cure periods, and(4) which are set forth in a schedule provided to the Administrative Agent and have been approvedby the Required Lenders (provided that not more than $50,000,000 of Total Asset Value may beattributable to notes receivable described in this clause (B)), all as determined on a consolidatedbasis in accordance with GAAP.
-21-

 
          “Total EBITDA”: for any fiscal period, total EBITDA of the Group Members and theBorrower’s prorata share of EBITDA of unconsolidated Subsidiaries and joint ventures of theBorrower.          “Total Fixed Charges”: for any fiscal period, an amount equal to the sum of (i)Interest Expense, (ii) regularly scheduled installments of principal payable with respect to allTotal Indebtedness (but excluding any balloon payments due at maturity), plus (iii) all dividendpayments due to the holders of any preferred shares of beneficial interest of Holdings and alldistributions due to the holders of any limited partnership interests in the Borrower other thanlimited partner distributions based on the per share dividend paid on the common shares ofbeneficial interest of the Company (including the Borrower’s prorata share thereof forunconsolidated Subsidiaries and joint ventures).          “Total Indebtedness”: all Indebtedness of the Group Members and the Borrower’sprorata share of all Indebtedness of unconsolidated Subsidiaries and joint ventures of theBorrower.          “Total Leverage Ratio”: as defined in Section 7.1(a).          “Total Revolving Commitments”: at any time, the aggregate amount of the RevolvingCommitments then in effect.          “Total Revolving Extensions of Credit”: at any time, the aggregate amount of theRevolving Extensions of Credit of the Revolving Lenders outstanding at such time.          “Transferee”: any Assignee or Participant.          “Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.          “United States”: the United States of America.          “Wholly Owned Subsidiary”: as to any Person, any other Person all of the CapitalStock of which (other than directors’ qualifying shares required by law) is owned by such Persondirectly and/or through other Wholly Owned Subsidiaries.          “Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly OwnedSubsidiary of the Borrower.     1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all termsdefined in this Agreement shall have the defined meanings when used in the other Loan Documents orany certificate or other document made or delivered pursuant hereto or thereto.     (a) As used herein and in the other Loan Documents, and any certificate or other documentmade or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Membernot defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent notdefined, shall have the respective meanings given to them under GAAP, (ii) the words “include”,“includes” and “including” shall be deemed to be followed by the phrase “without limitation”,(iii) the word “incur” shall be construed to mean incur, create, issue,
-22-

 
assume, become liable in respect of or suffer to exist (and the words “incurred” and“incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall beconstrued to have the same meaning and effect and to refer to any and all tangible and intangibleassets and properties, including cash, Capital Stock, securities, revenues, accounts, leaseholdinterests and contract rights, and (v) references to agreements or other Contractual Obligationsshall, unless otherwise specified, be deemed to refer to such agreements or ContractualObligations as amended, supplemented, restated or otherwise modified from time to time.     (b) The words “hereof”, “herein” and “hereunder” and words of similar import, when used inthis Agreement, shall refer to this Agreement as a whole and not to any particular provision ofthis Agreement, and Section, Schedule and Exhibit references are to this Agreement unlessotherwise specified.     (c) The meanings given to terms defined herein shall be equally applicable to both thesingular and plural forms of such terms.SECTION 2. AMOUNT AND TERMS OF COMMITMENTS     2.1 Term Commitments. Subject to the terms and conditions hereof, each Term Lenderseverally agrees to make a term loan (a “Term Loan”) to the Borrower on the Funding Date inan amount not to exceed the amount of the Term Commitment of such Lender. The Term Loans may fromtime to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to theAdministrative Agent in accordance with Sections 2.2 and 2.12. The Lenders’ commitments to makethe Term Loan shall expire on November 30, 2007 if the Funding Date has not occurred by such date.     2.2 Procedure for Term Loan Borrowing. The Borrower shall give the AdministrativeAgent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00P.M., New York City time, on the anticipated Funding Date) requesting that the Term Lenders makethe Term Loans on the Funding Date and specifying the amount to be borrowed. Upon receipt of suchnotice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than4:00 P.M., New York City time, on the Funding Date each Term Lender shall make available to theAdministrative Agent at the Funding Office an amount in immediately available funds equal to theTerm Loan to be made by such Lender. The Administrative Agent shall credit the account of theBorrower on the books of such office of the Administrative Agent with the aggregate of the amountsmade available to the Administrative Agent by the Term Lenders in immediately available funds.     2.3 Repayment of Term Loans.     (a) The Term Loan of each Lender shall mature in 16 consecutive quarterly installments,each of which shall be in an amount equal to such Lender’s Term Percentage multiplied by theamount set forth below opposite such installment:   Installment Principal Amount   December 31, 2007 $165,000
-23-

 
   Installment Principal Amount   March 31, 2008 $165,000June 30, 2008 $165,000September 30, 2008 $165,000December 31, 2008 $165,000March 31, 2009 $165,000June 30, 2009 $165,000September 30, 2009 $165,000December 31, 2009 $165,000March 31, 2010 $165,000June 30, 2010 $165,000September 30, 2010 $165,000December 31, 2010 $165,000March 31, 2011 $165,000June 30, 2011 $165,000September 30, 2011 $165,000Term Loan Maturity Date $63,360,000 or remaining principal amount of Term Loans     2.4 Revolving Commitments.     (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees tomake revolving credit loans (“Revolving Loans”) to the Borrower from time to time duringthe Revolving Commitment Period in an aggregate principal amount at any one time outstandingwhich, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligationsthen outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding,does not exceed the amount of such Lender’s Revolving Commitment. During the RevolvingCommitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying theRevolving Loans in whole or in part, and reborrowing, all in accordance with the terms andconditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans,as determined by the Borrower and notified to the Administrative Agent in accordance withSections 2.5 and 2.12.
-24-

 
     (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving TerminationDate.     2.5 Procedure for Revolving Loan Borrowing. The Borrower may borrow under theRevolving Commitments during the Revolving Commitment Period on any Business Day, providedthat the Borrower shall give the Administrative Agent irrevocable notice in the form of ExhibitE (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York Citytime, (a) three Business Days prior to the requested Borrowing Date, in the case of EurodollarLoans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans)(provided that any such notice of a borrowing of ABR Loans under the Revolving Facility tofinance payments required by Section 3.5 may be given not later than 10:00 A.M., New York Citytime, on the date of the proposed borrowing), specifying (i) the amount and Type of Revolving Loansto be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, therespective amounts of each such Type of Loan and the respective lengths of the initial InterestPeriod therefor, and certifying that the conditions set forth in Section 5.2 are satisfied. Eachborrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABRLoans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available RevolvingCommitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans,$5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that theSwingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitmentsthat are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any such notice fromthe Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. EachRevolving Lender will make the amount of its prorata share of each borrowingavailable to the Administrative Agent for the account of the Borrower at the Funding Office priorto 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in fundsimmediately available to the Administrative Agent. Such borrowing will then be made available tothe Borrower by the Administrative Agent crediting the account of the Borrower on the books of suchoffice with the aggregate of the amounts made available to the Administrative Agent by theRevolving Lenders and in like funds as received by the Administrative Agent.     2.6 Swingline Commitment.     (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make aportion of the credit otherwise available to the Borrower under the Revolving Commitments fromtime to time during the Revolving Commitment Period by making swing line loans (“SwinglineLoans”) to the Borrower; provided that (i) the aggregate principal amount ofSwingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect(notwithstanding that the Swingline Loans outstanding at any time, when aggregated with theSwingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then ineffect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, anySwingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amountof the Available Revolving Commitments would be less than zero. During the Revolving CommitmentPeriod, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, allin accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
-25-

 
     (b) The Borrower shall repay to the Swingline Lender the then unpaid principal amount ofeach Swingline Loan on the earlier of the Revolving Termination Date and the first date aftersuch Swingline Loan is made that is the 15th or last day of a calendar month and is at least twoBusiness Days after such Swingline Loan is made; provided that on each date that aRevolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.     2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans.     (a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shallgive the Swingline Lender irrevocable telephonic notice confirmed promptly in writing in the formof Exhibit E (which telephonic notice must be received by the Swingline Lender not laterthan 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount tobe borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during theRevolving Commitment Period), and certifying that the conditions set forth in Section 5.2 aresatisfied. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time,on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lendershall make available to the Administrative Agent at the Funding Office an amount in immediatelyavailable funds equal to the amount of the Swingline Loan to be made by the Swingline Lender.The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borroweron such Borrowing Date by depositing such proceeds in the account of the Borrower with theAdministrative Agent on such Borrowing Date in immediately available funds.     (b) The Swingline Lender, at any time and from time to time in its sole and absolutediscretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lenderto act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lenderhereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s RevolvingPercentage of the aggregate amount of the Swingline Loans (the “Refunded SwinglineLoans”) outstanding on the date of such notice, to repay the Swingline Lender. EachRevolving Lender shall make the amount of such Revolving Loan available to the AdministrativeAgent at the Funding Office in immediately available funds, not later than 10:00 A.M., New YorkCity time, one Business Day after the date of such notice. The proceeds of such Revolving Loansshall be immediately made available by the Administrative Agent to the Swingline Lender forapplication by the Swingline Lender to the repayment of the Refunded Swingline Loans. TheBorrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with theAdministrative Agent (up to the amount available in each such account) in order to immediatelypay the amount of such Refunded Swingline Loans to the extent amounts received from the RevolvingLenders are not sufficient to repay in full such Refunded Swingline Loans.     (c) If prior to the time a Revolving Loan would have otherwise been made pursuant toSection 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuingwith respect to the Borrower or if for any other reason, as determined by the Swingline Lender inits sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), eachRevolving Lender shall, on the date such Revolving Loan was to have
-26-

 
been made pursuant to the notice referred to in Section 2.7(b), purchase for cash anundivided participating interest in the then outstanding Swingline Loans by paying to theSwingline Lender an amount (the “Swingline Participation Amount”) equal to (i) suchRevolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principalamount of Swingline Loans then outstanding that were to have been repaid with such RevolvingLoans.     (d) Whenever, at any time after the Swingline Lender has received from any Revolving Lendersuch Lender’s Swingline Participation Amount, the Swingline Lender receives any payment onaccount of the Swingline Loans, the Swingline Lender will distribute to such Lender its SwinglineParticipation Amount (appropriately adjusted, in the case of interest payments, to reflect theperiod of time during which such Lender’s participating interest was outstanding and funded and,in the case of principal and interest payments, to reflect such Lender’s prorataportion of such payment if such payment is not sufficient to pay the principal of and interest onall Swingline Loans then due); provided, however, that in the event that suchpayment received by the Swingline Lender is required to be returned, such Revolving Lender willreturn to the Swingline Lender any portion thereof previously distributed to it by the SwinglineLender.     (e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) andto purchase participating interests pursuant to Section 2.7(c) shall be absolute andunconditional and shall not be affected by any circumstance, including (i) any setoff,counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower mayhave against the Swingline Lender, the Borrower or any other Person for any reason whatsoever,(ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfyany of the other conditions specified in Section 5, (iii) any adverse change in the condition(financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other LoanDocument by the Borrower, any other Loan Party or any other Revolving Lender or (v) any othercircumstance, happening or event whatsoever, whether or not similar to any of the foregoing.     2.8 Commitment Fees, etc.     (a) The Borrower agrees to pay to the Administrative Agent for the account of eachRevolving Lender a commitment fee for the period from and including the date hereof to the lastday of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average dailyamount of the Available Revolving Commitment of such Lender during the period for which paymentis made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such dateto occur after the date hereof.     (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and onthe dates as set forth in any fee agreements with the Administrative Agent and to perform anyother obligations contained therein.     2.9 Termination or Reduction of Revolving Commitments. The Borrower shall have theright, upon not less than three Business Days’ notice to the Administrative Agent, to terminate theRevolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments;provided that no such termination or reduction of Revolving Commitments shall
-27-

 
be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans andSwingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit wouldexceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to$1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitmentsthen in effect.     2.10 Optional Prepayments. The Borrower may at any time and from time to time prepaythe Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered tothe Administrative Agent no later than 11:00 A.M., New York City time, three Business Days priorthereto, in the case of Eurodollar Loans, no later than 11:00 A.M., New York City time, oneBusiness Day prior thereto, in the case of Term Loans and Revolving Loans which are ABR Loans, andno later than 11:00 A.M. New York City time on the date of prepayment, in the case of SwinglineLoans, which notice shall specify the date and amount of prepayment and whether the prepayment isof Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any dayother than the last day of the Interest Period applicable thereto, the Borrower shall also pay anyamounts owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative Agentshall promptly notify each relevant Lender thereof. If any such notice is given, the amountspecified in such notice shall be due and payable on the date specified therein, together with(except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest tosuch date on the amount prepaid. Partial prepayments of Term Loans shall be in an aggregateprincipal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loansshall be in an aggregate principal amount of $100,000 or a whole multiple thereof.     2.11 Mandatory Prepayments and Commitment Reductions.     (a) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtednessincurred in accordance with Section 7.2, other than Indebtedness incurred in accordance withparagraph (f) thereof but excluding any purchase money Indebtedness incurred in connection withan acquisition permitted by Section 7.8(g)), an amount equal to 50% of the Net Cash Proceedsthereof shall be applied on the date of such incurrence toward the prepayment of the Term Loansand Revolving Loans as set forth in Section 2.11(d).     (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale orRecovery Event then, unless a Reinvestment Notice shall have been delivered in respect thereof,50% of such Net Cash Proceeds shall be applied within five (5) Business Days of such date towardthe prepayment of the Term Loans and Revolving Loans as set forth in Section 2.11(d);provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds ofAsset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Noticeshall not exceed $25,000,000 in any fiscal year of the Borrower, (ii) if such Net Cash Proceedsare not reinvested within five (5) Business Days of the date such Net Cash Proceeds are received,the Borrower shall apply such Net Cash Proceeds within five (5) Business Days of the date ofreceipt to the repayment of the Revolving Credit Loans (without any corresponding reduction ofthe Revolving Commitments), (iii) on each Reinvestment Prepayment Date, an amount equal to theReinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be appliedtoward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d),and to the extent that the Borrower
-28-

 
has applied Net Cash Proceeds to the repayment of Revolving Loans pursuant to clause (ii)above, the Borrower shall reborrow Revolving Loans in the amount of the Reinvestment PrepaymentAmount and apply such proceeds to the prepayment of Term Loans and Revolving Loans as set forthin Section 2.11(d).     (c) The Borrower shall repay all outstanding Term Loans on the Term Loan Maturity Date.The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.     (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11(other than the Net Cash Proceeds from the incurrence of Indebtedness secured by a Lien on aBorrowing Base Property) shall be applied, first, to the prepayment of the Term Loans inaccordance with Section 2.17(b), second, to the prepayment of Swingline Loans (withoutany corresponding reduction of the Revolving Commitments), third, to the prepayment ofRevolving Loans (without any corresponding reduction of the Revolving Commitments), andfourth, to cash collateralize Letters of Credit by depositing an amount in cash in a cashcollateral account established with the Administrative Agent for the benefit of the RevolvingLenders on terms and conditions satisfactory to the Administrative Agent. Amounts to be appliedin connection with prepayments made pursuant to Section 2.11(a) from the Net Cash Proceeds fromthe incurrence of Indebtedness secured by a Lien on a Borrowing Base Property shall be applied,first, to the prepayment of Swingline Loans (without any corresponding reduction of theRevolving Commitments), second, to the prepayment of Revolving Loans (without anycorresponding reduction of the Revolving Commitments), third to the prepayment of theTerm Loans in accordance with Section 2.17(b), , and fourth, to cash collateralizeLetters of Credit by depositing an amount in cash in a cash collateral account established withthe Administrative Agent for the benefit of the Revolving Lenders on terms and conditionssatisfactory to the Administrative Agent. The application of any prepayment pursuant to Section2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Eachprepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABRLoans and Swingline Loans) shall be accompanied by accrued interest to the date of suchprepayment on the amount prepaid.     2.12 Conversion and Continuation Options.     (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans bygiving the Administrative Agent prior irrevocable notice of such election no later than 11:00A.M., New York City time, on the Business Day preceding the proposed conversion date,provided that any such conversion of Eurodollar Loans may only be made on the last day ofan Interest Period with respect thereto. The Borrower may elect from time to time to convert ABRLoans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of suchelection no later than 11:00 A.M., New York City time, on the third Business Day preceding theproposed conversion date (which notice shall specify the length of the initial Interest Periodtherefor), provided that no ABR Loan under a particular Facility may be converted into aEurodollar Loan when any Event of Default has occurred and is continuing and the AdministrativeAgent or the Majority Facility Lenders in respect of such Facility have determined in its ortheir sole discretion not to permit such conversions. Upon receipt of any such notice theAdministrative Agent shall promptly notify each relevant Lender thereof.
-29-

 
     (b) Any Eurodollar Loan may be continued as such upon the expiration of the then currentInterest Period with respect thereto by the Borrower giving irrevocable notice to theAdministrative Agent, in accordance with the applicable provisions of the term “Interest Period”set forth in Section 1.1, of the length of the next Interest Period to be applicable to suchLoans, provided that no Eurodollar Loan under a particular Facility may be continued assuch when any Event of Default has occurred and is continuing and the Administrative Agent has orthe Majority Facility Lenders in respect of such Facility have determined in its or their solediscretion not to permit such continuations, and provided, further, that if theBorrower shall fail to give any required notice as described above in this paragraph or if suchcontinuation is not permitted pursuant to the preceding proviso such Loans shall be automaticallyconverted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt ofany such notice the Administrative Agent shall promptly notify each relevant Lender thereof.     2.13 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary inthis Agreement, all borrowings, conversions and continuations of Eurodollar Loans and allselections of Interest Periods shall be in such amounts and be made pursuant to such elections sothat, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loanscomprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000in excess thereof and (b) no more than five (5) Eurodollar Tranches shall be outstanding at any onetime.     2.14 Interest Rates and Payment Dates.     (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period withrespect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus theApplicable Margin.     (b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus theApplicable Margin.     (c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligationshall not be paid when due (whether at the stated maturity, by acceleration or otherwise), alloutstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at arate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicablethereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the caseof Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facilityplus 2%, and (ii) if all or a portion of any interest payable on any Loan or anycommitment fee or other amount payable hereunder shall not be paid when due (whether at thestated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rateper annum equal to the rate then applicable to ABR Loans under the relevant Facility plus2% (or, in the case of any such other amounts that do not relate to a particular Facility, therate then applicable to ABR Loans under the Revolving Facility plus 2%), in each case,with respect to clauses (i) and (ii) above, from the date of such non-payment until such amountis paid in full (as well after as before judgment).
-30-

 
     (d) Interest shall be payable in arrears on each Interest Payment Date, providedthat interest accruing pursuant to paragraph (c) of this Section shall be payable from time totime on demand of the Administrative Agent.     2.15 Computation of Interest and Fees.     (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-dayyear for the actual days elapsed, except that, with respect to ABR Loans the rate of interest onwhich is calculated on the basis of the Prime Rate, the interest thereon shall be calculated onthe basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. TheAdministrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders ofeach determination of a Eurodollar Rate. Any change in the interest rate on a Loan resultingfrom a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as ofthe opening of business on the day on which such change becomes effective. The AdministrativeAgent shall as soon as practicable notify the Borrower and the relevant Lenders of the effectivedate and the amount of each such change in interest rate.     (b) Each determination of an interest rate by the Administrative Agent pursuant to anyprovision of this Agreement shall be conclusive and binding on the Borrower and the Lenders inthe absence of manifest error. The Administrative Agent shall, at the request of the Borrower,deliver to the Borrower a statement showing the quotations used by the Administrative Agent indetermining any interest rate pursuant to Section 2.14(a).     2.16 Inability to Determine Interest Rate. If prior to the first day of any InterestPeriod:     (a) the Administrative Agent shall have determined (which determination shall be conclusiveand binding upon the Borrower) that, by reason of circumstances affecting the relevant market,adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such InterestPeriod, or     (b) the Administrative Agent shall have received notice from the Majority Facility Lendersin respect of the relevant Facility that the Eurodollar Rate determined or to be determined forsuch Interest Period will not adequately and fairly reflect the cost to such Lenders (asconclusively certified by such Lenders) of making or maintaining their affected Loans during suchInterest Period,the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and therelevant Lenders as soon as practicable thereafter. If such notice is given (x) any EurodollarLoans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y)any Loans that were to have been converted on the first day of such Interest Period to EurodollarLoans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted,on the last day of the then-current Interest Period, to ABR Loans. Until such notice has beenwithdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued assuch, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.     2.17 Pro Rata Treatment and Payments.
-31-

 
     (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borroweron account of any commitment fee and any reduction of the Commitments of the Lenders shall bemade prorata according to the respective Term Percentages or RevolvingPercentages, as the case may be, of the relevant Lenders.     (b) Each payment (including each prepayment) by the Borrower on account of principal of andinterest on the Term Loans shall be made prorata according to the respectiveoutstanding principal amounts of the Term Loans then held by the Term Lenders. The amount ofeach principal prepayment of the Term Loans shall be applied to reduce the then remaininginstallments of the Term Loans prorata based upon the respective then remainingprincipal amounts thereof. Amounts repaid or prepaid on account of the Term Loans may not bereborrowed.     (c) Each payment (including each prepayment) by the Borrower on account of principal of andinterest on the Revolving Loans shall be made prorata according to therespective outstanding principal amounts of the Revolving Loans then held by the RevolvingLenders.     (d) All payments (including prepayments) to be made by the Borrower hereunder, whether onaccount of principal, interest, fees or otherwise, shall be made without setoff or counterclaimand shall be made prior to 12:00 Noon, New York City time, on the due date thereof to theAdministrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and inimmediately available funds. The Administrative Agent shall distribute such payments to theLenders promptly upon receipt in like funds as received. If any payment hereunder (other thanpayments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day,such payment shall be extended to the next succeeding Business Day. If any payment on aEurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereofshall be extended to the next succeeding Business Day unless the result of such extension wouldbe to extend such payment into another calendar month, in which event such payment shall be madeon the immediately preceding Business Day. In the case of any extension of any payment ofprincipal pursuant to the preceding two sentences, interest thereon shall be payable at the thenapplicable rate during such extension.     (e) Unless the Administrative Agent shall have been notified in writing by any Lender priorto a borrowing that such Lender will not make the amount that would constitute its share of suchborrowing available to the Administrative Agent, the Administrative Agent may assume that suchLender is making such amount available to the Administrative Agent, and the Administrative Agentmay, in reliance upon such assumption, make available to the Borrower a corresponding amount. Ifsuch amount is not made available to the Administrative Agent by the required time on theBorrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, suchamount with interest thereon, at a rate equal to the greater of (i) the Federal Funds EffectiveRate and (ii) a rate determined by the Administrative Agent in accordance with banking industryrules on interbank compensation, for the period until such Lender makes such amount immediatelyavailable to the Administrative Agent. A certificate of the Administrative Agent submitted toany Lender with respect to any amounts owing under this paragraph shall be conclusive in theabsence of manifest error. If such Lender’s share of such borrowing is not made available to theAdministrative Agent by such
-32-

 
Lender within three Business Days after such Borrowing Date, the Administrative Agent shallalso be entitled to recover such amount with interest thereon at the rate per annum applicable toABR Loans, on demand, from the Borrower.     (f) Unless the Administrative Agent shall have been notified in writing by the Borrowerprior to the date of any payment due to be made by the Borrower hereunder that the Borrower willnot make such payment to the Administrative Agent, the Administrative Agent may assume that theBorrower is making such payment, and the Administrative Agent may, but shall not be required to,in reliance upon such assumption, make available to the Lenders their respective prorata shares of a corresponding amount. If such payment is not made to the AdministrativeAgent by the Borrower within three Business Days after such due date, the Administrative Agentshall be entitled to recover, on demand, from each Lender to which any amount which was madeavailable pursuant to the preceding sentence, such amount with interest thereon at the rate perannum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed tolimit the rights of the Administrative Agent or any Lender against the Borrower.     2.18 Requirements of Law. (a) If the adoption of or any change in any Requirementof Law or in the interpretation or application thereof or compliance by any Lender with any requestor directive (whether or not having the force of law) from any central bank or other GovernmentalAuthority made subsequent to the date hereof:     (i) shall subject any Lender to any tax of any kind whatsoever with respect to thisAgreement or any Eurodollar Loan made by it, or change the basis of taxation of payments tosuch Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.19 andchanges in the rate of tax on or measured by the overall net income of such Lender);     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsoryloan or similar requirement against assets held by, deposits or other liabilities in or forthe account of, advances, loans or other extensions of credit by, or any other acquisitionof funds by, any office of such Lender that is not otherwise included in the determinationof the Eurodollar Rate; or     (iii) shall impose on such Lender any other condition;and the result of any of the foregoing is to increase the cost to such Lender, by an amount thatsuch Lender deems to be material, of making, converting into, continuing or maintaining EurodollarLoans or issuing or participating in Letters of Credit, or to reduce any amount receivablehereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender,upon its demand, any additional amounts necessary to compensate such Lender for such increased costor reduced amount receivable. If any Lender becomes entitled to claim any additional amountspursuant to this paragraph, it shall promptly notify the Borrower (with a copy to theAdministrative Agent) of the event by reason of which it has become so entitled.     (b) If any Lender shall have determined that the adoption of or any change in anyRequirement of Law regarding capital adequacy or in the interpretation or application thereof
-33-

 
or compliance by such Lender or any corporation controlling such Lender with any request ordirective regarding capital adequacy (whether or not having the force of law) from anyGovernmental Authority made subsequent to the date hereof shall have the effect of reducing therate of return on such Lender’s or such corporation’s capital as a consequence of its obligationshereunder or under or in respect of any Letters of Credit to a level below that which such Lenderor such corporation could have achieved but for such adoption, change or compliance (taking intoconsideration such Lender’s or such corporation’s policies with respect to capital adequacy) byan amount deemed by such Lender to be material, then from time to time, after submission by suchLender to the Borrower (with a copy to the Administrative Agent) of a written request therefor,the Borrower shall pay to such Lender such additional amount or amounts as will compensate suchLender or such corporation for such reduction.     (c) A certificate as to any additional amounts payable pursuant to this Section submittedby any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive inthe absence of manifest error. Notwithstanding anything to the contrary in this Section, theBorrower shall not be required to compensate a Lender pursuant to this Section for any amountsincurred more than nine months prior to the date that such Lender notifies the Borrower of suchLender’s intention to claim compensation therefor; provided that, if the circumstancesgiving rise to such claim have a retroactive effect, then such nine-month period shall beextended to include the period of such retroactive effect. The obligations of the Borrowerpursuant to this Section shall survive the termination of this Agreement and the payment of theLoans and all other amounts payable hereunder.     2.19 Taxes.     (a) All payments made by the Borrower under this Agreement shall be made free and clear of,and without deduction or withholding for or on account of, any present or future income, stamp orother taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafterimposed, levied, collected, withheld or assessed by any Governmental Authority, excluding netincome taxes and franchise taxes (imposed in lieu of net income taxes) imposed on theAdministrative Agent or any Lender as a result of a present or former connection between theAdministrative Agent or such Lender and the jurisdiction of the Governmental Authority imposingsuch tax or any political subdivision or taxing authority thereof or therein (other than any suchconnection arising solely from the Administrative Agent or such Lender having executed, deliveredor performed its obligations or received a payment under, or enforced, this Agreement or anyother Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees,deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to bewithheld from any amounts payable to the Administrative Agent or any Lender hereunder, theamounts so payable to the Administrative Agent or such Lender shall be increased to the extentnecessary to yield to the Administrative Agent or such Lender (after payment of all Non-ExcludedTaxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or inthe amounts specified in this Agreement, provided, however, that the Borrowershall not be required to increase any such amounts payable to any Lender with respect to anyNon-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with therequirements of paragraph (d) or (e) of this Section or (ii) that are United States withholdingtaxes imposed on amounts payable to
-34-

 
such Lender at the time such Lender becomes a party to this Agreement, except to the extentthat such Lender’s assignor (if any) was entitled, at the time of assignment, to receiveadditional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to thisparagraph.     (b) In addition, the Borrower shall pay any Other Taxes to the relevant GovernmentalAuthority in accordance with applicable law.     (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptlyas possible thereafter the Borrower shall send to the Administrative Agent for its own account orfor the account of the relevant Lender, as the case may be, a certified copy of an originalofficial receipt received by the Borrower showing payment thereof. If the Borrower fails to payany Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails toremit to the Administrative Agent the required receipts or other required documentary evidence,the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes,interest or penalties that may become payable by the Administrative Agent or any Lender as aresult of any such failure.     (d) Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and theAdministrative Agent (or, in the case of a Participant, to the Lender from which the relatedparticipation shall have been purchased) two copies of either U.S. Internal Revenue Service FormW-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federalwithholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfoliointerest”, a statement substantially in the form of Exhibit H and a Form W-8BEN, or anysubsequent versions thereof or successors thereto, properly completed and duly executed by suchNon-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholdingtax on all payments by the Borrower under this Agreement and the other Loan Documents. Suchforms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to thisAgreement (or, in the case of any Participant, on or before the date such Participant purchasesthe related participation). In addition, each Non-U.S. Lender shall deliver such forms promptlyupon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender.Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is nolonger in a position to provide any previously delivered certificate to the Borrower (or anyother form of certification adopted by the U.S. taxing authorities for such purpose).Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required todeliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able todeliver.     (e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding taxunder the law of the jurisdiction in which the Borrower is located, or any treaty to which suchjurisdiction is a party, with respect to payments under this Agreement shall deliver to theBorrower (with a copy to the Administrative Agent), at the time or times prescribed by applicablelaw or reasonably requested by the Borrower, such properly completed and executed documentationprescribed by applicable law as will permit such payments to be made without withholding or at areduced rate, provided that such Lender is legally entitled to complete, execute anddeliver such documentation and in such Lender’s
-35-

 
judgment such completion, execution or submission would not materially prejudice the legalposition of such Lender.     (f) If the Administrative Agent or any Lender determines, in its sole discretion, that ithas received a refund of any Non-Excluded Taxes or Other Taxes as to which it has beenindemnified by the Borrower or with respect to which the Borrower has paid additional amountspursuant to this Section 2.19, it shall pay over such refund to the Borrower (but only to theextent of indemnity payments made, or additional amounts paid, by the Borrower under this Section2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net ofall out-of-pocket expenses of the Administrative Agent or such Lender and without interest (otherthan any interest paid by the relevant Governmental Authority with respect to such refund);provided, that the Borrower, upon the request of the Administrative Agent or such Lender,agrees to repay the amount paid over to the Borrower (plus any penalties, interest or othercharges imposed by the relevant Governmental Authority) to the Administrative Agent or suchLender in the event the Administrative Agent or such Lender is required to repay such refund tosuch Governmental Authority. This paragraph shall not be construed to require the AdministrativeAgent or any Lender to make available its tax returns (or any other information relating to itstaxes which it deems confidential) to the Borrower or any other Person.     (g) The agreements in this Section shall survive the termination of this Agreement and thepayment of the Loans and all other amounts payable hereunder.     2.20 Indemnity. The Borrower agrees to indemnify each Lender for, and to hold eachLender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of(a) default by the Borrower in making a borrowing of, conversion into or continuation of EurodollarLoans after the Borrower has given a notice requesting the same in accordance with the provisionsof this Agreement, (b) default by the Borrower in making any prepayment of or conversion fromEurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions ofthis Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the lastday of an Interest Period with respect thereto. Such indemnification shall be the amount equal tothe excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid,or not so borrowed, converted or continued, at the Eurodollar Rate that would have been applicablefor the period from the date of such prepayment or of such failure to borrow, convert or continueto the last day of such Interest Period (or, in the case of a failure to borrow, convert orcontinue, the Interest Period that would have commenced on the date of such failure) in each caseat the applicable rate of interest for such Loans provided for herein (excluding, however, theApplicable Margin included therein, if any) over (ii) the amount of interest (as reasonablydetermined by such Lender) that would have accrued to such Lender on such amount by placing suchamount on deposit for a comparable period with leading banks in the interbank eurodollar market. Acertificate as to any amounts payable pursuant to this Section submitted to the Borrower by anyLender shall be conclusive in the absence of manifest error. This covenant shall survive thetermination of this Agreement and the payment of the Loans and all other amounts payable hereunder.     2.21 Change of Lending Office. Each Lender agrees that, upon the occurrence of anyevent giving rise to the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will,if
-36-

 
requested by the Borrower, use reasonable efforts (subject to overall policy considerations ofsuch Lender) to designate another lending office for any Loans affected by such event with theobject of avoiding the consequences of such event; provided, that such designation is madeon terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) tosuffer no economic, legal or regulatory disadvantage, and provided, further, thatnothing in this Section shall affect or postpone any of the obligations of the Borrower or therights of any Lender pursuant to Section 2.18 or 2.19(a).     2.22 Replacement of Lenders. The Borrower shall be permitted to replace any Lenderthat (a) requests reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a) or (b)defaults in its obligation to make Loans hereunder, with a replacement financial institution;provided that (i) such replacement does not conflict with any Requirement of Law, (ii) noEvent of Default shall have occurred and be continuing at the time of such replacement, (iii) priorto any such replacement, such Lender shall have taken no action under Section 2.21 so as toeliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iv)the replacement financial institution shall purchase, at par, all Loans and other amounts owing tosuch replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable tosuch replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shallbe purchased other than on the last day of the Interest Period relating thereto, (vi) thereplacement financial institution, if not already a Lender, shall be reasonably satisfactory to theAdministrative Agent, (vii) the replaced Lender shall be obligated to make such replacement inaccordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated topay the registration and processing fee referred to therein), (viii) until such time as suchreplacement shall be consummated, the Borrower shall pay all additional amounts (if any) requiredpursuant to Section 2.18 or 2.19(a), as the case may be, and (ix) any such replacement shall not bedeemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lendershall have against the replaced Lender.
-37-

 
     2.23 Incremental Commitments. (a) The Borrower may, by written notice to theAdministrative Agent on up to two (2) occasions during the period from the Closing Date to theeighteen (18) month anniversary of the Closing Date, request incremental Term Commitments and/orincremental Revolving Commitments, as applicable, in an amount not to exceed the aggregate amountof $130,000,000 from one or more additional Term Lenders and/or additional Revolving Lenders (whichmay include any existing Lender) willing to provide such incremental Term Loans and/or incrementalRevolving Commitments, as the case may be, in their own discretion; provided, that each incrementalRevolving Lender and incremental Term Lender shall be subject to the approval of the AdministrativeAgent (which approval shall not be unreasonably withheld) unless, in the case of any incrementalLender, such incremental Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Suchnotice shall set forth (i) the amount of the incremental Term Commitments and/or incrementalRevolving Commitments being requested, (ii) the aggregate amount of all incremental TermCommitments and incremental Revolving Commitments, when taken together with all other incrementalCommitments, shall not exceed $130,000,000 in the aggregate (the “Incremental Limit”), and(iii) the date on which such incremental Term Commitments and/or incremental Revolving Commitmentsare requested to become effective (the “Increased Amount Date”). The Administrative Agentand/or its Affiliates shall use commercially reasonable efforts, with the assistance of theBorrower, to arrange a syndicate of Lenders willing to hold the requested incremental TermCommitments and/or incremental Revolving Commitments.     (b) The Borrower and each incremental Term Lender and/or incremental Revolving Lender shallexecute and deliver to the Administrative Agent such documentation as the Administrative Agentshall reasonably specify to evidence the incremental Term Commitment of such incremental TermLender and/or incremental Revolving Commitment of such incremental Revolving Lender. Each suchdocumentation shall specify the terms of the applicable incremental Term Loans and/or incrementalRevolving Commitments; provided, that (i) the incremental Term Loans shall rank pari passu inright of payment and of security with the Term Loans and shall have the same terms as the TermLoans (including as to pricing, maturity and amortization) and (ii) from and after theeffectiveness of each amendment or other documentation, the associated incremental RevolvingCommitments shall thereafter be Revolving Commitments with the same terms as the RevolvingCommitments (including as to pricing and maturity). Each of the parties hereto hereby agreesthat, upon the effectiveness of any such documentation, this Agreement shall be amended to theextent (but only to the extent) necessary to reflect the existence and terms of the incrementalTerm Commitments and/or incremental Revolving Commitments evidenced thereby (including adjustingthe Revolving Percentages and/or the Term Percentages), and new Notes shall be issued and theBorrower shall make such borrowings and repayments as shall be necessary to effect thereallocation of the Commitments, in each case without the consent of the Lenders other than thoseLenders with incremental Revolving Commitments and/or Term Commitments. The fees payable by theBorrower upon any such incremental Revolving Commitments and/or Term Commitments shall be agreedupon by the Administrative Agent, the Lenders with incremental Revolving Commitments and/or TermCommitments and the Borrower at the time of such increase.Notwithstanding the forgoing, nothing in this Section 2.23 shall constitute or be deemed toconstitute an agreement by any Lender to increase its Commitments hereunder.
-38-

 
     (c) Notwithstanding the foregoing, no incremental Term Commitment or incremental RevolvingCommitment shall become effective under this Section 2.23 unless (i) on the date of sucheffectiveness, the conditions set forth in Section 5.2 shall be satisfied and the AdministrativeAgent shall have received a certificate to that effect dated such date and executed by aResponsible Officer of the Borrower, (ii) the Administrative Agent shall have received customarylegal opinions, board resolutions and other customary closing certificates and documentation asrequired by the relevant amendment or other documentation and, to the extent required by theAdministrative Agent, consistent with those delivered on the Closing Date under Section 5.1 andsuch additional customary documents and filings as the Administrative Agent may reasonablyrequire, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth inSection 7.1 after giving effect to such incremental Term Commitment and/or incremental RevolvingCommitments, the Loans to be made thereunder and the application of the proceeds therefrom as ifmade and applied on such date.     (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any andall action as may be reasonably necessary to ensure that (i) all incremental Term Loans (otherthan Term Loans) in the form of additional Term Loans, when originally made, are included in eachBorrowing of outstanding Term Loans on a pro rata basis, and (ii) all Revolving Loans in respectof incremental Revolving Commitments, when originally made, are included in each Borrowing ofoutstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shallapply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders toeffect the foregoing.SECTION 3. LETTERS OF CREDIT     3.1 L/C Commitment.     (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on theagreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters ofcredit (“Letters of Credit”) for the account of the Borrower on any Business Day duringthe Revolving Commitment Period in such form as may be approved from time to time by the IssuingLender; provided that the Issuing Lender shall have no obligation to issue any Letter ofCredit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/CCommitment or (ii) the aggregate amount of the Available Revolving Commitments would be less thanzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later thanthe earlier of (x) the first anniversary of its date of issuance and (y) the date that is fiveBusiness Days prior to the Revolving Termination Date, provided that any Letter of Creditwith a one-year term may provide for the renewal thereof for additional one-year periods (whichshall in no event extend beyond the date referred to in clause (y) above).     (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit ifsuch issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceedany limits imposed by, any applicable Requirement of Law.     3.2 Procedure for Issuance of Letter of Credit. The Borrower may from time to timerequest that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at itsaddress for notices specified herein an Application therefor, completed to the satisfaction of the
-39-

 
Issuing Lender, and such other certificates, documents and other papers and information as theIssuing Lender may request. Upon receipt of any Application, the Issuing Lender will process suchApplication and the certificates, documents and other papers and information delivered to it inconnection therewith in accordance with its customary procedures and shall promptly issue theLetter of Credit requested thereby (but in no event shall the Issuing Lender be required to issueany Letter of Credit earlier than three Business Days after its receipt of the Application thereforand all such other certificates, documents and other papers and information relating thereto) byissuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may beagreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of suchLetter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shallpromptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders,notice of the issuance of each Letter of Credit (including the amount thereof).     3.3 Fees and Other Charges.     (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rateequal to the Applicable Margin then in effect with respect to Eurodollar Loans under theRevolving Facility on the average daily amount of the L/C Obligations (excluding any portionthereof attributable to unreimbursed drawings), shared ratably among the Revolving Lenders andpayable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, theBorrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annumon the average daily amount of the L/C Obligations (excluding any portion thereof attributable tounreimbursed drawings), payable quarterly in arrears on each Fee Payment Date after the issuancedate.     (b) In addition to the foregoing fees, the Borrower shall pay or reimburse the IssuingLender for such normal and customary costs and expenses as are incurred or charged by the IssuingLender in issuing, negotiating, effecting payment under, amending or otherwise administering anyLetter of Credit.     3.4 L/C Participations.     (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/CParticipant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participantirrevocably agrees to accept and purchase and hereby accepts and purchases from the IssuingLender, on the terms and conditions set forth below, for such L/C Participant’s own account andrisk an undivided interest equal to such L/C Participant’s Revolving Percentage in the IssuingLender’s obligations and rights under and in respect of each Letter of Credit and the amount ofeach draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the IssuingLender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is notreimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/CParticipant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address fornotices specified herein an amount equal to such L/C Participant’s Revolving Percentage of theamount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’sobligation to pay such amount shall be absolute and unconditional and shall not be affected byany circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right thatsuch L/C Participant may have against
-40-

 
the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) theoccurrence or continuance of a Default or an Event of Default or the failure to satisfy any ofthe other conditions specified in Section 5, (iii) any adverse change in the condition (financialor otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document bythe Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance,happening or event whatsoever, whether or not similar to any of the foregoing     (b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuantto Section 3.4(a) in respect of any unreimbursed portion of any payment made by the IssuingLender under any Letter of Credit is paid to the Issuing Lender within three Business Days afterthe date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand anamount equal to the product of (i) such amount, times (ii) the daily average Federal FundsEffective Rate during the period from and including the date such payment is required to the dateon which such payment is immediately available to the Issuing Lender, times (iii) a fraction thenumerator of which is the number of days that elapse during such period and the denominator ofwhich is 360. If any such amount required to be paid by any L/C Participant pursuant to Section3.4(a) is not made available to the Issuing Lender by such L/C Participant within three BusinessDays after the date such payment is due, the Issuing Lender shall be entitled to recover fromsuch L/C Participant, on demand, such amount with interest thereon calculated from such due dateat the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of theIssuing Lender submitted to any L/C Participant with respect to any amounts owing under thisSection shall be conclusive in the absence of manifest error.     (c) Whenever, at any time after the Issuing Lender has made payment under any Letter ofCredit and has received from any L/C Participant its prorata share of suchpayment in accordance with Section 3.4(a), the Issuing Lender receives any payment related tosuch Letter of Credit (whether directly from the Borrower or otherwise, including proceeds ofcollateral applied thereto by the Issuing Lender), or any payment of interest on account thereof,the Issuing Lender will distribute to such L/C Participant its prorata sharethereof; provided, however, that in the event that any such payment received bythe Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participantshall return to the Issuing Lender the portion thereof previously distributed by the IssuingLender to it.     3.5 Reimbursement Obligation of the Borrower. If any draft is paid under any Letterof Credit, the Borrower shall reimburse the Issuing Lender for the amount of (a) the draft so paidand (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender inconnection with such payment, not later than 12:00 Noon, New York City time, on (i) the BusinessDay that the Borrower receives notice of such draft, if such notice is received on such day priorto 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Dayimmediately following the day that the Borrower receives such notice;provided that the Borrowermay, subject to the conditions to borrowing set forth herein, request in accordance with Section2.5 or Section 2.6 that such payment be financed with an ABR Revolving Loan or Swingline Loan in anequivalent amount and, to the extent so financed, the Borrower’s obligation to make such paymentshall be discharged and replaced by the resulting ABR Revolving Loan or Swingline Loan. Each suchpayment shall be made to the Issuing Lender at its address for notices referred to herein inDollars and in immediately available funds.
-41-

 
Interest shall be payable on any such amounts from the date on which the relevant draft ispaid until payment in full at the rate set forth in (x) until the Business Day next succeeding thedate of the relevant notice, Section 2.14(b) and (y) thereafter, Section 2.14(c).     3.6 Obligations Absolute. The Borrower’s obligations under this Section 3 shall beabsolute and unconditional under any and all circumstances and irrespective of any setoff,counterclaim or defense to payment that the Borrower may have or have had against the IssuingLender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees withthe Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’sReimbursement Obligations under Section 3.5 shall not be affected by, among other things, thevalidity or genuineness of documents or of any endorsements thereon, even though such documentsshall in fact prove to be invalid, fraudulent or forged, or any dispute between or among theBorrower and any beneficiary of any Letter of Credit or any other party to which such Letter ofCredit may be transferred or any claims whatsoever of the Borrower against any beneficiary of suchLetter of Credit or any such transferee. The Issuing Lender shall not be liable for any error,omission, interruption or delay in transmission, dispatch or delivery of any message or advice,however transmitted, in connection with any Letter of Credit, except for errors or omissions foundby a final and nonappealable decision of a court of competent jurisdiction to have resulted fromthe gross negligence or willful misconduct of the Issuing Lender. The Borrower agrees that anyaction taken or omitted by the Issuing Lender under or in connection with any Letter of Credit orthe related drafts or documents, if done in the absence of gross negligence or willful misconduct,shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to theBorrower.     3.7 Letter of Credit Payments. If any draft shall be presented for payment under anyLetter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amountthereof. The responsibility of the Issuing Lender to the Borrower in connection with any draftpresented for payment under any Letter of Credit shall, in addition to any payment obligationexpressly provided for in such Letter of Credit, be limited to determining that the documents(including each draft) delivered under such Letter of Credit in connection with such presentmentare substantially in conformity with such Letter of Credit.     3.8 Applications. To the extent that any provision of any Application related to anyLetter of Credit is inconsistent with the provisions of this Section 3, the provisions of thisSection 3 shall apply.SECTION 4. REPRESENTATIONS AND WARRANTIES          To induce the Administrative Agent and the Lenders to enter into this Agreement and to makethe Loans or to issue or participate in the Letters of Credit, Holdings and the Borrower herebyjointly and severally represent and warrant to the Administrative Agent and each Lender that:     4.1 Financial Condition.     (a) The pro forma covenant compliance certificate described in Section 5.1(l), copies ofwhich have heretofore been furnished to each Lender, has been prepared giving effect (as if
-42-

 
such events had occurred on such date) to (i) the Loans to be made on the Funding Date andthe use of proceeds thereof, (ii) the repayment of Indebtedness under the Existing CreditAgreement and the Existing Term Loan Agreement and (iii) the payment of fees and expenses inconnection with the foregoing. Such certificate has been prepared based on the best informationavailable to the Borrower as of the date of delivery thereof, and presents fairly on aproforma basis the estimated financial covenant compliance of Borrower and itsconsolidated Subsidiaries as at the Funding Date, assuming that the events specified in thepreceding sentence had actually occurred at such date.     (b) The audited consolidated balance sheets of Holdings and its Subsidiaries as at December31, 2006, and the related consolidated statements of income and of cash flows for the fiscal yearended on such date, reported on by and accompanied by an unqualified report from KPMG, presentfairly the consolidated financial condition of Holdings and its Subsidiaries as at such date, andthe consolidated results of its operations and its consolidated cash flows for the fiscal yearthen ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as atSeptember 30, 2007, and the related unaudited consolidated statements of income and cash flowsfor the three-month period ended on such date, present fairly the consolidated financialcondition of Holdings and its Subsidiaries as at such date, and the consolidated results of itsoperations and its consolidated cash flows for the three-month period then ended (subject tonormal year-end audit adjustments). All such financial statements, including the relatedschedules and notes thereto, have been prepared in accordance with GAAP applied consistentlythroughout the periods involved (except as approved by the aforementioned firm of accountants anddisclosed therein and except for the lack of footnotes with interim statements). No Group Memberhas any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or anylong-term leases or unusual forward or long-term commitments, including any interest rate orforeign currency swap or exchange transaction or other obligation in respect of derivatives, thatare not reflected in the most recent financial statements referred to in this paragraph. Duringthe period from December 31, 2006 to and including the date hereof there has been no Dispositionby any Group Member of any material part of its business or property other than the prepayment ofthe mortgage note of Alliance Hospital and Centinela Hospital Medical Center.     4.2 No Change. Since June 30, 2007, there has been no development or event that hashad or could reasonably be expected to have a Material Adverse Effect.     4.3 Existence; Compliance with Law. Each Group Member (a) is duly organized, validlyexisting and in good standing under the laws of the jurisdiction of its organization, (b) has thepower and authority, and the legal right, to own and operate its property, to lease the property itoperates as lessee and to conduct the business in which it is currently engaged, (c) is dulyqualified as a foreign corporation or other organization and in good standing under the laws ofeach jurisdiction where its ownership, lease or operation of property or the conduct of itsbusiness requires such qualification, except to the extent that its failure to be so qualifiedcould not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) isin compliance with all Requirements of Law except to the extent that the failure to complytherewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
-43-

 
     4.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the power andauthority, and the legal right, to make, deliver and perform the Loan Documents to which it is aparty and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Partyhas taken all necessary organizational action to authorize the execution, delivery and performanceof the Loan Documents to which it is a party and, in the case of the Borrower, to authorize theextensions of credit on the terms and conditions of this Agreement. No consent or authorizationof, filing with, notice to or other act by or in respect of, any Governmental Authority or anyother Person is required in connection with the extensions of credit hereunder or with theexecution, delivery, performance, validity or enforceability of this Agreement or any of the LoanDocuments, except (i) consents, authorizations, filings and notices described in Schedule 4.4,which consents, authorizations, filings and notices have been obtained or made and are in fullforce and effect and (ii) the filings referred to in Section 4.19. Each Loan Document has beenduly executed and delivered on behalf of each Loan Party party thereto. This Agreementconstitutes, and each other Loan Document upon execution will constitute, a legal, valid andbinding obligation of each Loan Party party thereto, enforceable against each such Loan Party inaccordance with its terms, except as enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’rights generally and by general equitable principles (whether enforcement is sought by proceedingsin equity or at law).     4.5 No Legal Bar. The execution, delivery and performance of this Agreement and theother Loan Documents, the borrowings hereunder, the issuance of the Letters of Credit and the useof the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation ofany Group Member, except for any such violation which could not reasonably be expected to have aMaterial Adverse Effect, and will not result in, or require, the creation or imposition of any Lienon any of their respective properties or revenues pursuant to any Requirement of Law or any suchContractual Obligation (other than the Liens created by the Security Documents). No Requirement ofLaw or Contractual Obligation applicable to the Borrower or any of its Subsidiaries couldreasonably be expected to have a Material Adverse Effect.     4.6 Litigation. No litigation, investigation or proceeding of or before anyarbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower,threatened by or against any Group Member or against any of their respective properties or revenues(a) with respect to any of the Loan Documents or any of the transactions contemplated hereby orthereby, or (b) that could reasonably be expected to have a Material Adverse Effect.     4.7 No Default. No Group Member is in default under or with respect to any of itsContractual Obligations in any respect that could reasonably be expected to have a Material AdverseEffect. No Default or Event of Default has occurred and is continuing.     4.8 Ownership of Property; Liens. Each Group Member has title in fee simple to, or avalid leasehold interest in, all its Real Property, and good title to, or a valid leaseholdinterest in, all its other property (including Mortgage Notes), and none of such property issubject to any Lien except as permitted by Section 7.3. Each Group Member has obtained customarytitle insurance on its Real Property.
-44-

 
     4.9 Intellectual Property. Each Group Member owns, or is licensed to use, allIntellectual Property necessary for the conduct of its business as currently conducted. Nomaterial claim has been asserted and is pending by any Person challenging or questioning the use ofany Intellectual Property or the validity or effectiveness of any Intellectual Property, nor doesHoldings or the Borrower know of any valid basis for any such claim. The use of IntellectualProperty by each Group Member does not infringe on the rights of any Person in any materialrespect.     4.10 Taxes. Each Group Member has filed or caused to be filed all material Federal,state and other tax returns that are required to be filed and has paid all taxes shown to be dueand payable on said returns or on any assessments made against it or any of its property and allother taxes, fees or other charges imposed on it or any of its property by any GovernmentalAuthority (other than any the amount or validity of which are currently being contested in goodfaith by appropriate proceedings and with respect to which reserves in conformity with GAAP havebeen provided on the books of the relevant Group Member); no tax Lien has been filed, and, to theknowledge of Holdings and the Borrower, no claim is being asserted, with respect to any such tax,fee or other charge.     4.11 Federal Regulations. No part of the proceeds of any Loans, and no otherextensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock”within the respective meanings of each of the quoted terms under Regulation U as now and from timeto time hereafter in effect for any purpose that violates the provisions of the Regulations of theBoard or (b) for any purpose that violates the provisions of the Regulations of the Board. Ifrequested by any Lender or the Administrative Agent, the Borrower will furnish to theAdministrative Agent and each Lender a statement to the foregoing effect in conformity with therequirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.     4.12 Labor Matters. Except as, in the aggregate, could not reasonably be expected tohave a Material Adverse Effect: (a) there are no strikes or other labor disputes against any GroupMember pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked byand payment made to employees of each Group Member have not been in violation of the Fair LaborStandards Act or any other applicable Requirement of Law dealing with such matters; and (c) allpayments due from any Group Member on account of employee health and welfare insurance have beenpaid or accrued as a liability on the books of the relevant Group Member.     4.13 ERISA. Neither a Reportable Event nor an “accumulated funding deficiency”(within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during thefive-year period prior to the date on which this representation is made or deemed made with respectto any Plan, and each Plan has complied in all material respects with the applicable provisions ofERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor ofthe PBGC or a Plan has arisen, during such five-year period. The present value of all accruedbenefits under each Single Employer Plan (based on those assumptions used to fund such Plans) didnot, as of the last annual valuation date prior to the date on which this representation is made ordeemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by amaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete orpartial withdrawal from any MultiemployerPlan that has
-45-

 
resulted or could reasonably be expected to result in a material liability underERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to anymaterial liability under ERISA if the Borrower or any such Commonly Controlled Entity were towithdraw completely from all Multiemployer Plans as of the valuation date most closely precedingthe date on which this representation is made or deemed made. No such Multiemployer Plan is inReorganization or Insolvent.     4.14 Investment Company Act; Other Regulations. No Loan Party is an “investmentcompany”, or a company “controlled” by an “investment company”, within the meaning of theInvestment Company Act of 1940, as amended. No Loan Party is subject to regulation under anyRequirement of Law (other than Regulation X of the Board) that limits its ability to incurIndebtedness.     4.15 Subsidiaries. Except as disclosed to the Administrative Agent by the Borrowerin writing from time to time after the Closing Date, (a) Schedule 4.15 sets forth the name andjurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage ofeach class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions,options, warrants, calls, rights or other agreements or commitments (other than stock optionsgranted to employees or directors and directors’ qualifying shares) of any nature relating to anyCapital Stock of the Borrower or any Subsidiary, except as created by the Loan Documents.     4.16 Use of Proceeds. The proceeds of the Term Loans shall be used to repay existingIndebtedness of the Borrower under the Existing Term Loan Agreement and the Existing CreditAgreement. The proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit,shall be used for general corporate purposes of the Borrower and its Subsidiaries, including thefinancing of working capital needs, the repayment of Indebtedness of the Borrower and itsSubsidiaries and acquisitions permitted by this Agreement.     4.17 Environmental Matters. Except as, in the aggregate, could not reasonably beexpected to have a Material Adverse Effect, to the best knowledge of Holdings and the Borrowerafter due inquiry:     (a) the facilities and properties owned, leased or operated by any Group Member (the“Properties”) do not contain, and have not previously contained during the ownership orlease of, or operation by, such Group Member, any Materials of Environmental Concern in amountsor concentrations or under circumstances that constitute or constituted a violation of, or couldgive rise to liability under, any Environmental Law;     (b) no Group Member has received or is aware of any notice of violation, alleged violation,non-compliance, liability or potential liability regarding environmental matters or compliancewith Environmental Laws with regard to any of the Properties or the business operated by anyGroup Member (the “Business”), nor does Holdings or the Borrower have knowledge or reasonto believe that any such notice will be received or is being threatened;     (c) During the ownership or lease of, or operation by, any Group Member, Materials ofEnvironmental Concern have not been transported or disposed of from the Properties in
-46-

 
violation of, or in a manner or to a location that could give rise to liability under, anyEnvironmental Law, nor have any Materials of Environmental Concern been generated, treated,stored or disposed of at, on or under any of the Properties in violation of, or in a manner thatcould give rise to liability under, any applicable Environmental Law;     (d) no judicial proceeding or governmental or administrative action is pending or, to theknowledge of Holdings and the Borrower, threatened, under any Environmental Law to which anyGroup Member is or will be named as a party with respect to the Properties or the Business, norare there any consent decrees or other decrees, consent orders, administrative orders or otherorders, or other administrative or judicial requirements outstanding under any Environmental Lawwith respect to the Properties or the Business;     (e) During the ownership or lease of, or operation by, any Group Member, there has been norelease or threat of release of Materials of Environmental Concern at or from the Properties, orarising from or related to the operations of any Group Member in connection with the Propertiesor otherwise in connection with the Business, in violation of or in amounts or in a manner thatcould give rise to liability under Environmental Laws;     (f) the Properties and all operations at the Properties are in compliance, and have duringthe ownership or lease of, or operation by, any Group Member been in compliance, with allapplicable Environmental Laws, and there is no contamination at, under or about the Properties orviolation of any Environmental Law with respect to the Properties or the Business; and     (g) no Group Member has assumed any liability of any other Person under Environmental Laws.     4.18 Accuracy of Information, etc. The statements and information contained in thisAgreement, any other Loan Document, the Confidential Information Memorandum, or any other document,certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent orthe Lenders, or any of them, for use in connection with the transactions contemplated by thisAgreement or the other Loan Documents, taken as a whole, do not contain as of the date suchstatement, information, document or certificate was so furnished and as updated from time to time,any untrue statement of a material fact or omitted to state a material fact necessary to make thestatements contained herein or therein not misleading. The projections and proforma financial information contained in the materials referenced above are based upon goodfaith estimates and assumptions believed by management of the Borrower to be reasonable at the timemade, it being recognized by the Lenders that such financial information as it relates to futureevents is not to be viewed as fact and that actual results during the period or periods covered bysuch financial information may differ from the projected results set forth therein by a materialamount. There is no fact known to any Loan Party that could reasonably be expected to have aMaterial Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents,the Confidential Information Memorandum, or in any other documents, certificates and statementsfurnished to the Administrative Agent and the Lenders for use in connection with the transactionscontemplated hereby and by the other Loan Documents.
-47-

 
     4.19 Security Documents. The Guarantee and Collateral Agreement is effective tocreate in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid andenforceable security interest in the Collateral described therein and proceeds thereof. In thecase of the Pledged Stock described in the Guarantee and Collateral Agreement, when stockcertificates representing such Pledged Stock which are represented by certificates delivered to theAdministrative Agent, and in the case of the other Collateral described in the Guarantee andCollateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) inappropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee andCollateral Agreement shall constitute a fully perfected Lien on, and security interest in, allright, title and interest of the Loan Parties in such Collateral and the proceeds thereof, assecurity for the Obligations (as defined in the Guarantee and Collateral Agreement), in each caseprior and superior in right to any other Person (except, in the case of Collateral other thanPledged Stock, Liens permitted by Section 7.3 which by operation of law would have priority overthe Liens on such Collateral).     4.20 Solvency. Each Loan Party is, and after giving effect to the incurrence of allIndebtedness and obligations being incurred in connection herewith will be and will continue to be,Solvent.     4.21 Certain Documents. The Borrower has delivered to the Administrative Agent acomplete and correct copy of the Senior Note Indenture, and the Senior Exchangeable Note Indentureincluding any amendments, supplements or modifications with respect to any of the foregoing.     4.22 Status of Holdings. Holdings (i) is a REIT, (ii) has not revoked its electionto be a REIT, (iii) has not engaged in any “prohibited transactions” as defined in Section856(b)(6)(iii) of the Code (or any successor provision thereto), and (iv) for its current “taxyear” (as defined in the Code) is, and for all prior tax years subsequent to its election to be areal estate investment trust has been, entitled to a dividends paid deduction which meets therequirements of Section 857 of the Code. The common stock of Holdings is listed for trading on theNew York Stock Exchange.     4.23 Properties. Schedule 4.23(a) sets forth a list of all Real Property of the GroupMembers and the owner (or ground-lessor) of such Real Property, and Schedule 4.23(b) sets forth alist of all Borrowing Base Properties and the owner (or ground-lessor) of such Borrowing BaseProperty. All such Borrowing Base Properties satisfy the requirements for a Borrowing BaseProperty set forth in the definition thereof.SECTION 5. CONDITIONS PRECEDENT     5.1 Conditions to Initial Extension of Credit. The agreement of each Lender to makethe initial extension of credit requested to be made by it is subject to the satisfaction, prior toor concurrently with the making of such extension of credit on the Funding Date, of the followingconditions precedent:     (a) Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agentshall have received (i) this Agreement, executed and delivered by the Administrative
-48-

 
Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A, (ii) theGuarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and eachSubsidiary Guarantor and (iii) an Acknowledgement and Consent in the form attached to theGuarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein),if any, that is not a Loan Party.     (b) Rating. The Borrower shall have obtained a rating (which rating may be aprivate letter rating) for the Facilities of BB- or higher from S&P and Ba3 or higher fromMoody’s.     (c) Financial Statements. The Lenders shall have received (i) audited consolidatedfinancial statements of Holdings and its Subsidiaries for the 2005 and 2006 fiscal years and (ii)unaudited interim consolidated financial statements of Holdings and its Subsidiaries for eachfiscal quarter ended after the date of the latest applicable financial statements deliveredpursuant to clause (i) of this paragraph as to which such financial statements are available, andsuch financial statements shall not, in the reasonable judgment of the Lenders, reflect anymaterial adverse change in the consolidated financial condition of Holdings and its Subsidiaries,as reflected in the financial statements.     (d) Projections. The Lenders shall have received satisfactory projections through2008.     (e) Approvals. All governmental and third party approvals necessary in connectionwith the continuing operations of the Group Members and the transactions contemplated herebyshall have been obtained and be in full force and effect, and all applicable waiting periodsshall have expired without any action being taken or threatened by any competent authority thatwould restrain, prevent or otherwise impose adverse conditions on the financing contemplatedhereby.     (f) Lien Searches. The Administrative Agent shall have received the results of arecent lien search in each of the jurisdictions where assets of the Loan Parties are located, andsuch search shall reveal no liens on any of the assets of the Loan Parties except for lienspermitted by Section 7.3 or discharged or to be discharged on or prior to the Funding Datepursuant to documentation satisfactory to the Administrative Agent.     (g) Fees. The Lenders and the Administrative Agent shall have received all feesrequired to be paid, and all expenses for which invoices have been presented (including thereasonable fees and expenses of legal counsel), on or before the Funding Date. All such amountswill be paid with proceeds of Loans made on the Funding Date and will be reflected in the fundinginstructions given by the Borrower to the Administrative Agent on or before the Funding Date.     (h) Closing Certificate; Certified Certificate of Incorporation; Good StandingCertificates. The Administrative Agent shall have received (i) a certificate of each LoanParty, dated the Funding Date, substantially in the form of Exhibit C, with appropriateinsertions and attachments, including the certificate of incorporation of each Loan Party that isa corporation certified by the relevant authority of the jurisdiction of organization of suchLoan Party, and
-49-

 
(ii) a long form good standing certificate for each Loan Party from its jurisdiction oforganization.     (i) Legal Opinion. The Administrative Agent shall have received the legal opinionof Goodwin Procter LLP, counsel to the Borrower and its Subsidiaries, in form and substancereasonably satisfactory to the Agents.     (j) Pledged Stock; Stock Powers. The Administrative Agent shall have received anycertificates representing the shares of Capital Stock pledged pursuant to the Guarantee andCollateral Agreement, together with an undated stock power for any such certificate executed inblank by a duly authorized officer of the pledgor thereof.     (k) Filings, Registrations and Recordings. Each document (including any UniformCommercial Code financing statement) required by the Security Documents or under law orreasonably requested by the Administrative Agent to be filed, registered or recorded in order tocreate in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien onthe Collateral described therein, prior and superior in right to any other Person (other thanwith respect to Liens expressly permitted by Section 7.3), shall be in proper form for filing,registration or recordation.     (l) Compliance Certificate. The Lenders shall have received a certificate of aResponsible Officer of the Borrower certifying as to compliance with the financial covenants setforth in Section 7.1 on a pro-forma basis on the Funding Date after giving effect to theincurrence of the Loans, which certificate shall include calculations in reasonable detaildemonstrating such compliance, including as to the calculation of Borrowing Base Value.     (m) Solvency Certificate. The Administrative Agent shall have received a solvencycertificate from a Responsible Officer of Holdings.     (n) Insurance. The Administrative Agent shall have received insurance certificatessatisfying the requirements of Section 6.5.     (o) Pay-off of Existing Facilities. The Administrative Agent shall have receivedsatisfactory evidence that (i) (A) the repayment in full and termination of the Existing TermLoan Agreement and (B) the release of all collateral granted thereunder shall occur immediatelyupon the funding of the Loans hereunder on the Funding Date and (ii) (A) the repayment in full ofthe Existing Credit Agreement shall occur immediately upon the funding of the Loans hereunder onthe Funding Date and (B) the Borrower has delivered a notice to Merrill Lynch Capital, asadministrative agent, terminating the Existing Credit Agreement and requesting the release of allcollateral granted thereunder.     5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make anyextension of credit requested to be made by it on any date (including its initial extension ofcredit) is subject to the satisfaction of the following conditions precedent:     (a) Representations and Warranties. Each of the representations and warrantiesmade by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and asof such date as if made on and as of such date.
-50-

 
     (b) No Default. No Default or Event of Default shall have occurred and becontinuing on such date or after giving effect to the extensions of credit requested to be madeon such date.     (c) Borrowing Base Certificate. The Administrative Agent shall have received acertificate of a Responsible Officer of the Borrower certifying as to compliance with thefinancial covenants set forth in Sections 7.1(g) and (h) on a pro-forma basis on the date of suchextension of credit after giving effect to such extension of credit, which certificate shallinclude calculations in reasonable detail demonstrating such compliance, including as to thecalculation of Borrowing Base Value.Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shallconstitute a representation and warranty by the Borrower as of the date of such extension of creditthat the conditions contained in this Section 5.2 have been satisfied.SECTION 6. AFFIRMATIVE COVENANTS               Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitmentsremain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing toany Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall and shallcause each of its Subsidiaries to:     6.1 Financial Statements. Furnish to the Administrative Agent and each Lender:     (a) as soon as available, but in any event within 90 days after the end of each fiscal yearof Holdings, a copy of the audited consolidated balance sheet of Holdings and its consolidatedSubsidiaries as at the end of such year and the related audited consolidated statements of incomeand of cash flows for such year, setting forth in each case in comparative form the figures forthe previous year, reported on without a “going concern” or like qualification or exception, orqualification arising out of the scope of the audit, by KPMG or other independent certifiedpublic accountants of nationally recognized standing; and     (b) as soon as available, but in any event not later than 45 days after the end of each ofthe first three quarterly periods of each fiscal year of Holdings, the unaudited consolidatedbalance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and therelated unaudited consolidated statements of income and of cash flows for such quarter and theportion of the fiscal year through the end of such quarter, setting forth in each case incomparative form the figures for the previous year, certified by a Responsible Officer as beingfairly stated in all material respects (subject to normal year-end audit adjustments).All such financial statements shall be complete and correct in all material respects and shall beprepared in reasonable detail and in accordance with GAAP applied (except as approved by suchaccountants or officer, as the case may be, and disclosed in reasonable detail therein and exceptfor the absence of footnotes with the interim statements) consistently throughout the periodsreflected therein and with prior periods. Delivery by Holdings to the Administrative Agent and theLenders of its annual report to the SEC on Form 10-K and its quarterly report to the SEC on Form10-Q, in each case in accordance with SEC requirement for such reports, shall be deemed to becompliance by Holdings with this Section 6.1(a) and Section 6.1(b), as applicable.
-51-

 
     6.2 Certificates; Other Information. Furnish to the Administrative Agent and eachLender (or, in the case of clause (f), to the relevant Lender):     (a) as soon as available, but in any event within 60 days after the end of each of thefirst three quarterly periods of each fiscal year of Holdings and within 90 days after the end ofeach fiscal year of Holdings, (i) a certificate of a Responsible Officer stating that, to thebest of such Responsible Officer’s knowledge, each Loan Party during such period has observed orperformed all of its covenants and other agreements, and satisfied every condition contained inthis Agreement and the other Loan Documents to which it is a party to be observed, performed orsatisfied by it, and that such Responsible Officer has obtained no knowledge of any Default orEvent of Default except as specified in such certificate and (ii) in the case of quarterly orannual financial statements, (x) a Compliance Certificate containing all information andcalculations necessary for determining compliance by each Group Member with the provisions ofthis Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of theBorrower, as the case may be, and (y) to the extent not previously disclosed to theAdministrative Agent, a description of any change in the jurisdiction of organization of any LoanParty since the date of the most recent report delivered pursuant to this clause (y) (or, in thecase of the first such report so delivered, since the Closing Date);     (b) as soon as available, and in any event no later than 90 days after the end of eachfiscal year of the Borrower, a detailed consolidated budget for the following fiscal year(including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of theend of the following fiscal year, the related consolidated statements of projected cash flow,projected changes in financial position and projected income and a description of the underlyingassumptions applicable thereto), and, as soon as available, significant revisions, if any, ofsuch budget and projections with respect to such fiscal year (collectively, the“Projections”), which Projections shall in each case be accompanied by a certificate of aResponsible Officer stating that such Projections are based on reasonable estimates, informationand assumptions;     (c) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days in thecase of the fourth quarter), a narrative discussion and analysis of the financial condition andresults of operations of the Borrower and its Subsidiaries for such fiscal quarter and for theperiod from the beginning of the then current fiscal year to the end of such fiscal quarter, ascompared to the comparable periods of the previous year; provided that delivery to theAdministrative Agent and the Lenders of Holdings’ annual report to the SEC on Form 10-K and itsquarterly report to the SEC on Form 10-Q containing such narrative discussion and analysis shallbe deemed to be compliance with this Section 6.1(c);     (d) no later than 5 Business Days prior to the effectiveness thereof, copies ofsubstantially final drafts of any proposed amendment, supplement, waiver or other modificationwith respect to the Senior Note Indenture or the Senior Exchangeable Note Indenture;     (e) within five days after the same are sent, copies of all financial statements andreports that Holdings or the Borrower sends to the holders of any class of its debt securities orpublic equity securities and, within five days after the same are filed, copies of all material
-52-

 
financial statements and reports that Holdings or the Borrower may make to, or file with,the SEC; and     (f) promptly, such additional financial and other information as any Lender may from timeto time reasonably request.     6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or beforematurity or before they become delinquent, as the case may be, all its material obligations ofwhatever nature, except where the amount or validity thereof is currently being contested in goodfaith by appropriate proceedings and reserves in conformity with GAAP with respect thereto havebeen provided on the books of the relevant Group Member and except for any nonpayment of whichcould not reasonably be expected to have a Material Adverse Effect.     6.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in fullforce and effect its organizational existence and (ii) take all reasonable action to maintain allrights, privileges and franchises necessary or desirable in the normal conduct of its business,except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii)above, to the extent that failure to do so could not reasonably be expected to have a MaterialAdverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except tothe extent that failure to comply therewith could not, in the aggregate, reasonably be expected tohave a Material Adverse Effect. Without limiting the generality of the foregoing, Holdings will doall things necessary to maintain its status as a REIT and will maintain its listing on the New YorkStock Exchange.     6.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessaryin its business in good working order and condition, ordinary wear and tear excepted and (b)maintain with financially sound and reputable insurance companies insurance on all its property inat least such amounts and against at least such risks (but including in any event public liability,all-risks casualty and business interruption) as are usually insured against in the same generalarea by companies engaged in the same or a similar business.     6.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper booksof records and account in which full, true and correct entries in conformity with GAAP and allRequirements of Law shall be made of all dealings and transactions in relation to its business andactivities and (b) permit representatives of any Lender to visit and inspect any of its propertiesand examine and make abstracts from any of its books and records at any reasonable time and asoften as may reasonably be desired and to discuss the business, operations, properties andfinancial and other condition of the Group Members with officers and employees of the Group Membersand with their independent certified public accountants.     6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of:     (a) the occurrence of any Default or Event of Default;     (b) any (i) default or event of default under any Contractual Obligation of any GroupMember or (ii) litigation, investigation or proceeding that may exist at any time between anyGroup Member and any Governmental Authority, that in either case, if not cured or if
-53-

 
adversely determined, as the case may be, could reasonably be expected to have a MaterialAdverse Effect;     (c) any litigation or proceeding affecting any Group Member (i) in which the amountinvolved is $1,000,000 or more and not covered by insurance, (ii) in which injunctive or similarrelief is sought or (iii) which relates to any Loan Document;     (d) the following events, as soon as possible and in any event within 30 days after theBorrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event withrespect to any Plan, a failure to make any required contribution to a Plan, the creation of anyLien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization orInsolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of anyother action by the PBGC or the Borrower or any Commonly Controlled Entity or any MultiemployerPlan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of,any Plan;     (e) any default by tenant under a lease of Real Property or any default by an obligor underany Mortgage Note held by a Group Member, in each case after giving effect to any applicable cureperiod and to the extent that such Real Property or Mortgage Note is included in the BorrowingBase Value; and     (f) any development or event that has had or could reasonably be expected to have aMaterial Adverse Effect.Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a ResponsibleOfficer setting forth details of the occurrence referred to therein and stating what action therelevant Group Member proposes to take with respect thereto.     6.8 Environmental Laws.     (a) Comply with, and take commercially reasonable steps to ensure compliance by all tenantsand subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with andmaintain, and take commercially reasonable steps to ensure that all tenants and subtenants obtainand comply with and maintain, any and all licenses, approvals, notifications, registrations orpermits required by applicable Environmental Laws, in each case to the extent the failure to doso could reasonably be expected to have a Material Adverse Effect.     (b) Conduct and complete all investigations, studies, sampling and testing, and allremedial, removal and other actions required under Environmental Laws and promptly comply in allmaterial respects with all lawful orders and directives of all Governmental Authorities regardingEnvironmental Laws.     6.9 Distributions in the Ordinary Course. In the ordinary course of business, theBorrower causes all of its Subsidiaries to make transfers of net cash and cash equivalents upstreamto the Borrower, and the Borrower shall continue to follow such ordinary course of business. TheBorrower shall not make net transfers of cash and cash equivalents downstream to its Subsidiariesexcept in the ordinary course of business consistent with past practice.
-54-

 
     6.10 Additional Collateral, etc. (a) With respect to any new Subsidiary (other thanan Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the ClosingDate by any Group Member (which, for the purposes of this paragraph (a), shall include any existingSubsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly(i) execute and deliver to the Administrative Agent such amendments to the Guarantee and CollateralAgreement as the Administrative Agent deems necessary or advisable to grant to the AdministrativeAgent, for the benefit of the Lenders, a perfected first priority security interest in the CapitalStock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the AdministrativeAgent any certificates representing such Capital Stock, together with undated stock powers, inblank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii)cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) totake such actions necessary or advisable to grant to the Administrative Agent for the benefit ofthe Lenders a perfected first priority security interest in the Collateral described in theGuarantee and Collateral Agreement with respect to such new Subsidiary, including the filing ofUniform Commercial Code financing statements in such jurisdictions as may be required by theGuarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and(C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in theform of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by theAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the mattersdescribed above, which opinions shall be in form and substance, and from counsel, reasonablysatisfactory to the Administrative Agent.     (b) Prior to the addition of any new Real Property as a Borrowing Base Property after theClosing Date, the Borrower shall deliver written notice to the Agents of its request to add suchReal Property as a Borrowing Base Property at least ten (10) Business Days prior to the proposeddate of such addition together with (a) a certificate of a Responsible Officer certifying that suchReal Property satisfies the eligibility criteria set forth in the definition of “Borrowing BaseProperty”, certifying as to compliance with the financial covenants on a pro-forma basis aftergiving effect to the addition of such Real Property as a Borrowing Base Property, which certificateshall include calculations in reasonable detail demonstrating such compliance, including as to thecalculation of Borrowing Base Value, and certifying that the representations and warrantiesregarding the Collateral set forth in Article 4 remain true and correct after giving effect to theaddition of such Borrowing Base Property, and (b) a copy of the lease for such Real Property, alease abstract for such Real Property, an operating statement for such Real Property, in each casecertified by an officer of the Borrower as being true and correct, and such other informationregarding such Real Property as the Agents may reasonably request. Promptly (and in any eventwithin ten (10) Business Days) after receipt of all of the foregoing information, the Agents shallreview such information and notify the Borrower in writing whether or not they accept theBorrower’s determination that such Real Property qualifies as a Borrowing Base Property. From andafter the date of such written notification from the Agents, and so long as such Real Propertycontinues to satisfy the eligibility criteria set forth in the definition of “Borrowing BaseProperty”, such Real Property shall be treated as a Borrowing Base Property hereunder.     (c) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lendersand the Administrative Agent and execute such further instruments and documents as
-55-

 
the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfactionthe transactions contemplated by this Agreement and the other Loan Documents     6.11 Notices of Asset Sales or Dispositions. The Borrower shall deliver to theAdministrative Agent and the Lenders written notice not less than five (5) Business Days prior to asale, encumbrance with a Lien to secure Indebtedness or other Disposition of (i) a Borrowing BaseProperty or (ii) other assets of the Loan Parties or their Subsidiaries, in a single transaction orseries of related transactions, for consideration in excess of $3,000,000, in each case which ispermitted pursuant to Section 7.2(f), 7.3(i) or Section 7.5, as applicable. In addition,simultaneously with delivery of any such notice, the Loan Parties shall deliver to theAdministrative Agent a certificate of a Responsible Officer certifying that no Default or Event ofDefault (including any non-compliance with the financial covenants contained herein) has occurredand is continuing or would occur on a pro forma basis after giving effect to the proposed sale,encumbrance or other Disposition, which certificate shall include calculations in reasonable detaildemonstrating compliance with the financial covenants on a pro-forma basis, including as to thecalculation of Borrowing Base Value.     To the extent such proposed transaction would result in a Default or an Event of Default, theBorrower shall apply the proceeds of such transaction (together with such additional amounts as maybe required), to prepay the Obligations in an amount, as determined by the Administrative Agent,equal to that which would be required to reduce the Obligations so that no Default or Event ofDefault would exist. Otherwise, the Borrower shall apply the proceeds of such transaction inaccordance with Section 2.11.     If such proposed transaction is permitted hereunder, the Administrative Agent shall, at theBorrower’s expense, take all such action reasonably requested by the Borrower to release any Liengranted to or held by the Administrative Agent with respect to the Collateral relating to such RealProperty or Mortgage Note being sold, encumbered or disposed of, as applicable, under any SecurityDocument, including without limitation release of the pledge of stock of any Subsidiary whoseprincipal asset is such Real Property or Mortgage Note being sold, encumbered or disposed of and torelease the guarantee obligations of any such Subsidiary under the Guarantee and CollateralAgreement.     6.12 Maintenance of Ratings. The Borrower shall maintain ratings on the Facilitiesfrom each of S&P and Moody’s; provided that if the rating obtained from such rating agency is aprivate letter rating that is not monitored and automatically updated by such rating agency, thenthe Borrower shall obtain an annual update of such rating on or before each anniversary of theClosing Date.SECTION 7. NEGATIVE COVENANTS     Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitmentsremain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing toany Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall not, andshall not permit any of its Subsidiaries to, directly or indirectly:     7.1 Financial Condition Covenants.
-56-

 
     (a) Total Leverage Ratio. Permit the ratio of Total Indebtedness to Total AssetValue (the “Total Leverage Ratio”) as at the last day of any period of four consecutive fiscalquarters of the Borrower or on the date of any incurrence of Indebtedness by the Borrower or itsSubsidiaries to exceed 55%, provided that such ratio may exceed 55% as of the end of up to 2consecutive fiscal quarters in one fiscal year so long as such ratio does not exceed 60%.     (b) Fixed Charge Coverage Ratio. Permit the ratio of Total EBITDA to Total FixedCharges for any period of four consecutive fiscal quarters of the Borrower to be less than 1.50to 1.0.     (c) Mortgage Secured Leverage Ratio. Permit the ratio of Mortgage SecuredIndebtedness to Total Asset Value as at the last day of any period of four consecutive fiscalquarters of the Borrower or on the date of any incurrence of Indebtedness by the Borrower or itsSubsidiaries to exceed 25%.     (d) Recourse Mortgage Secured Leverage Ratio. Permit the ratio of RecourseMortgage Secured Indebtedness to Total Asset Value as at the last day of any period of fourconsecutive fiscal quarters of the Borrower or on the date of any incurrence of Indebtedness bythe Borrower or its Subsidiaries to exceed 10%.     (e) Consolidated Adjusted Net Worth. Permit Consolidated Tangible Net Worth to beless than the sum of (i) $403,662,837 plus (ii) 85% of Net Cash Proceeds from issuances ofCapital Stock by the Borrower or Holdings after September 30, 2007.     (f) Floating Rate Debt. Permit the ratio of Total Indebtedness that bears interestat a floating rate of interest to Total Asset Value as at the last day of any period of fourconsecutive fiscal quarters of the Borrower or on the date of any incurrence of Indebtedness bythe Borrower or its Subsidiaries to exceed 30%.     (g) Facility Leverage Ratio. Permit the ratio of Facility Indebtedness toBorrowing Base Value as at the last day of any period of four consecutive fiscal quarters of theBorrower or on the date of any incurrence of Indebtedness by the Borrower or its Subsidiaries toexceed 50%.     (h) Borrowing Base Interest Coverage Ratio. Permit the ratio of Borrowing Base NOIfor any period of four consecutive fiscal quarters of the Borrower to Facility Interest Expensefor such period to be less than 2.0 to 1.0 as at the last day of any period of four consecutivefiscal quarters of the Borrower or on the date of any incurrence of Indebtedness by the Borroweror its subsidiaries.     (i) Covenant Compliance Calculations. The Borrower shall deliver the certificatedescribed in Section 5.2(c) evidencing compliance with the financial ratios set forth in Sections7.1(g) and (h) as of each Borrowing Date. Such calculations shall be made in accordance withSection 7.1(j).     (j) Pro Forma Calculations.
-57-

 
     (i) For purposes of the pro-forma calculations to be made pursuant to Sections 7.1(g)and (i) (and the definitions used therein), such calculations shall be adjusted by (A)excluding from Borrowing Base Value the actual value of any assets sold by the Borrower orany of its Subsidiaries since the last day of the prior fiscal quarter and (B) adding toBorrowing Base Value the actual value of any assets acquired (or to be acquired with anyborrowing) by the Borrower or any of its Subsidiaries since the last day of the prior fiscalquarter.     (ii) For purposes of the pro-forma calculations to be made pursuant to Sections 7.1(h)and (i) (and the definitions used therein), such calculations shall be adjusted by (A)excluding from Borrowing Base NOI the actual NOI for the relevant period of any assets soldby the Borrower or any of its Subsidiaries since the last day of the prior fiscal quarter,(B) adding to Borrowing Base NOI the projected NOI for the next four quarters (based on theBorrower’s projections made in good faith) for any assets acquired (or to be acquired withany borrowing) by the Borrower or any of its Subsidiaries since the last day of the priorfiscal quarter, (C) excluding from Facility Interest Expense, the Facility Interest Expensefor the relevant period for any Facility Indebtedness for which the Borrower or anySubsidiary is no longer obligated in respect of, or as the result of the application ofproceeds from, any Borrowing Base Properties sold by the Borrower or any of its Subsidiariessince the last day of the prior fiscal quarter, and (D) adding to Facility Interest Expense,the projected Facility Interest Expense for the next four quarters (based on the Borrower’sprojections made in good faith) for any Facility Indebtedness assumed or incurred by theBorrower or any of its Subsidiaries since the last day of the prior fiscal quarter.     7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of orsuffer to exist any Indebtedness, except:     (a) Indebtedness of any Loan Party pursuant to any Loan Document;     (b) Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned SubsidiaryGuarantor to the Borrower or any other Subsidiary;     (c) Guarantee Obligations incurred in the ordinary course of business by the Borrower orany of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor in an aggregateamount not to exceed $5,000,000 at any one time outstanding;     (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and anyrefinancings, refundings, renewals or extensions thereof (without increasing, or shortening thematurity of, the principal amount thereof);     (e) (i) Indebtedness of the Borrower in respect of the Senior Notes and the SeniorExchangeable Notes and (ii) Guarantee Obligations of Holdings in respect of such Indebtedness;and
-58-

 
     (f) additional Indebtedness of the Borrower or any of its Subsidiaries in an aggregateprincipal amount (for the Borrower and all Subsidiaries) at any one time outstanding that wouldnot cause a violation of Section 7.1;; provided that the Borrower shall not permit any Subsidiary Guarantor that is the owner (orground-lessee) of a Borrowing Base Property or a Mortgage Note included in the computation ofBorrowing Base Value to create, incur, assume, become liable in respect of or suffer to exist anyIndebtedness that is recourse to such Subsidiary Guarantor.     7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of itsproperty, whether now owned or hereafter acquired, except:     (a) Liens for taxes not yet due or that are being contested in good faith by appropriateproceedings, provided that adequate reserves with respect thereto are maintained on thebooks of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liensarising in the ordinary course of business that are not overdue for a period of more than 30 daysor that are being contested in good faith by appropriate proceedings;     (c) pledges or deposits in connection with workers’ compensation, unemployment insuranceand other social security legislation;     (d) deposits to secure the performance of bids, trade contracts (other than for borrowedmoney), leases, statutory obligations, surety and appeal bonds, performance bonds and otherobligations of a like nature incurred in the ordinary course of business;     (e) easements, rights-of-way, restrictions and other similar encumbrances that, in theaggregate, are not substantial in amount and that do not in any case materially detract from thevalue of the property subject thereto or materially interfere with the ordinary conduct of thebusiness of the Borrower or any of its Subsidiaries;     (f) Liens (not affecting the Collateral) in existence on the date hereof listed on Schedule7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien isspread to cover any additional property after the Closing Date and that the amount ofIndebtedness secured thereby is not increased;     (g) Liens created pursuant to the Security Documents;     (h) any interest or title of a lessor under any lease entered into by the Borrower or anyother Subsidiary in the ordinary course of its business and covering only the assets so leased;and     (i) Liens (not affecting the Collateral) securing Indebtedness permitted by Section 7.2(f);
-59-

 
provided that notwithstanding the foregoing, the Borrower shall not, and shall not permitany of its Subsidiaries to, grant a Lien on its Capital Stock as collateral for Indebtedness to anyPerson other than the Administrative Agent.     7.4 Fundamental Changes. Enter into any merger, consolidation or amalgamation, orliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of allor substantially all of its property or business, except that:     (a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower(provided that the Borrower shall be the continuing or surviving corporation) or with orinto any Wholly Owned Subsidiary Guarantor (provided that a Wholly Owned SubsidiaryGuarantor shall be the continuing or surviving corporation);     (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (i) to theBorrower or any Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise) or(ii) pursuant to a Disposition permitted by Section 7.5; and     (c) any Investment expressly permitted by Section 7.8 may be structured as a merger,consolidation or amalgamation.     7.5 Disposition of Property. Dispose of any of its property, whether now owned orhereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of suchSubsidiary’s Capital Stock to any Person, except:     (a) the Disposition of obsolete or worn out property in the ordinary course of business;     (b) the sale of inventory in the ordinary course of business;     (c) Dispositions permitted by clause (i) of Section 7.4(b);     (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any WhollyOwned Subsidiary Guarantor; and     (e) the Disposition of other property having a fair market value not to exceed $50,000,000in the aggregate for any fiscal year of the Borrower, so long as no Default or Event of Defaulthas occurred and is continuing, or would occur after giving effect thereto, and the Borrowercomplies with Section 2.11 and Section 6.11.     7.6 Restricted Payments. Declare or pay any dividend (other than dividends payablesolely in common stock of the Person making such dividend) on, or make any payment on account of,or set apart assets for a sinking or other analogous fund for, the purchase, redemption,defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether nowor hereafter outstanding, or make any other distribution in respect thereof, either directly orindirectly, whether in cash or property or in obligations of any Group Member (collectively,“Restricted Payments”), except that:     (a) any Subsidiary may make Restricted Payments to the Borrower or any Wholly OwnedSubsidiary Guarantor;
-60-

 
     (b) so long as no Default or Event of Default shall have occurred and be continuing, theBorrower may make Restricted Payments to Holdings and Holdings may make Restricted Payments ofsuch amount to its shareholders; provided that (i) beginning with the fiscal quarter endedDecember 31, 2007, the Borrower shall not make Restricted Payments to Holdings in excess of 100%of FFO (w) for the period of one fiscal quarter for the fiscal quarter ended December 31, 2007,(x) for the period of two fiscal quarters for the fiscal quarter ended March 31, 2008, (y) forthe period of three fiscal quarters, for the fiscal quarter ended June 30, 2008, and (z) for theperiod of four fiscal quarters, for the fiscal quarter ended September 30, 2008 and thereafter,(ii) if a Default or an Event of Default has occurred and is continuing, the Borrower may onlymake Restricted Payments to Holdings in the amounts required to be made by Holdings in order tomaintain its status as a REIT; and (iii) the Borrower may not make any Restricted Payments toHoldings if the Obligations have been declared due and payable.     7.7 [Reserved].     7.8 Investments. Make any advance, loan, extension of credit (by way of guaranty orotherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures orother debt securities of, or any assets constituting a business unit of, or make any otherinvestment in, any Person (all of the foregoing, “Investments”), except:     (a) extensions of trade credit in the ordinary course of business;     (b) investments in Cash Equivalents;     (c) Guarantee Obligations permitted by Section 7.2;     (d) loans and advances to employees of any Group Member in the ordinary course of business(including for travel, entertainment and relocation expenses) in an aggregate amount for allGroup Members not to exceed $1,000,000 at any one time outstanding;     (e) [reserved];     (f) intercompany Investments by any Group Member in the Borrower or any Person that, priorto such investment, is a Wholly Owned Subsidiary Guarantor; and     (g) Investments consisting of acquisitions of real property or Mortgage Notes receivableconsistent with the Borrower’s business strategy, so long as no Default or Event of Default hasoccurred and is continuing, or would occur after giving effect thereto.     7.9 Optional Payments and Modifications of Certain Debt Instruments. (a) Make oroffer to make any optional or voluntary payment, prepayment, repurchase or redemption of orotherwise optionally or voluntarily defease or segregate funds with respect to the Senior Notes orthe Senior Exchangeable Notes; or (b) amend, modify, waive or otherwise change, or consent or agreeto any amendment, modification, waiver or other change to, any of the terms of the Senior Notes orthe Senior Exchangeable Notes (other than any such amendment, modification, waiver or other changethat would extend the maturity or reduce the amount of any payment of principal thereof or reducethe rate or extend any date for payment of interest thereon).
-61-

 
     7.10 Transactions with Affiliates. Enter into any transaction, including anypurchase, sale, lease or exchange of property, the rendering of any service or the payment of anymanagement, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or anyWholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise not prohibited underthis Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) uponfair and reasonable terms no less favorable to the relevant Group Member than it would obtain in acomparable arm’s length transaction with a Person that is not an Affiliate.     7.11 Sales and Leasebacks. Enter into any arrangement with any Person providing forthe leasing by any Group Member of real or personal property that has been or is to be sold ortransferred by such Group Member to such Person or to any other Person to whom funds have been orare to be advanced by such Person on the security of such property or rental obligations of suchGroup Member.     7.12 Swap Agreements. Enter into any Swap Agreement, except (a) Swap Agreementsentered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure(other than those in respect of Capital Stock or the Senior Notes or the Senior Exchangeable Notes)and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates(from fixed to floating rates, from one floating rate to another floating rate or otherwise) withrespect to any interest-bearing liability or investment of the Borrower or any Subsidiary.     7.13 Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on aday other than December 31 or change the Borrower’s method of determining fiscal quarters.     7.14 Negative Pledge Clauses. Enter into or suffer to exist or become effective anyagreement that prohibits or limits the ability of any Group Member to create, incur, assume orsuffer to exist any Lien upon any of its property or revenues, whether now owned or hereafteracquired, other than (a) this Agreement and the other Loan Documents and (b) any agreementsgoverning any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (inwhich case, any prohibition or limitation shall only be effective against the assets financedthereby).     7.15 Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist orbecome effective any consensual encumbrance or restriction on the ability of any Subsidiary of theBorrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary heldby, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) makeloans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borroweror (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, exceptfor such encumbrances or restrictions existing under or by reason of (i) any restrictions existingunder the Loan Documents, the Senior Exchangeable Note Indenture or the Senior Indenture and (ii)any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has beenentered into in connection with the Disposition of all or substantially all of the Capital Stock orassets of such Subsidiary.
-62-

 
     7.16 Lines of Business. Enter into any business, either directly or through anySubsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged onthe date of this Agreement or that are reasonably related thereto.SECTION 8. EVENTS OF DEFAULT               If any of the following events shall occur and be continuing:     (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligationwhen due in accordance with the terms hereof; or the Borrower shall fail to pay any interest onany Loan or Reimbursement Obligation, or any other amount payable hereunder or under any otherLoan Document, within five days after any such interest or other amount becomes due in accordancewith the terms hereof; or     (b) any representation or warranty made or deemed made by any Loan Party herein or in anyother Loan Document or that is contained in any certificate, document or financial or otherstatement furnished by it at any time under or in connection with this Agreement or any suchother Loan Document shall prove to have been inaccurate in any material respect on or as of thedate made or deemed made; or     (c) any Loan Party shall default in the observance or performance of any agreementcontained in clause (i) or (ii) of Section 6.4(a) (with respect to Holdings and the Borroweronly), Section 6.7(a) or Section 7 of this Agreement or Section 5 of the Guarantee and CollateralAgreement; or     (d) any Loan Party shall default in the observance or performance of any other agreementcontained in this Agreement or any other Loan Document (other than as provided in paragraphs (a)through (c) of this Section), and such default shall continue unremedied for a period of 30 daysafter notice to the Borrower from the Administrative Agent or the Required Lenders; or     (e) any Group Member shall (i) default in making any payment of any principal of anyIndebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled ororiginal due date with respect thereto; or (ii) default in making any payment of any interest onany such Indebtedness beyond the period of grace, if any, provided in the instrument or agreementunder which such Indebtedness was created; or (iii) default in the observance or performance ofany other agreement or condition relating to any such Indebtedness or contained in any instrumentor agreement evidencing, securing or relating thereto, or any other event shall occur orcondition exist, the effect of which default or other event or condition is to cause, or topermit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of suchholder or beneficiary) to cause, with the giving of notice if required, such Indebtedness tobecome due prior to its stated maturity or (in the case of any such Indebtedness constituting aGuarantee Obligation) to become payable; provided, that a default, event or conditiondescribed in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute anEvent of Default unless, at such time, one or more defaults, events or conditions of the typedescribed in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and
-63-

 
be continuing with respect to Indebtedness the outstanding principal amount of which exceedsin the aggregate $15,000,000; or     (f) (i) any Group Member shall commence any case, proceeding or other action (A) under anyexisting or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,insolvency, reorganization or relief of debtors, seeking to have an order for relief entered withrespect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief withrespect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian,conservator or other similar official for it or for all or any substantial part of its assets, orany Group Member shall make a general assignment for the benefit of its creditors; or (ii) thereshall be commenced against any Group Member any case, proceeding or other action of a naturereferred to in clause (i) above that (A) results in the entry of an order for relief or any suchadjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days;or (iii) there shall be commenced against any Group Member any case, proceeding or other actionseeking issuance of a warrant of attachment, execution, distraint or similar process against allor any substantial part of its assets that results in the entry of an order for any such reliefthat shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 daysfrom the entry thereof; or (iv) any Group Member shall take any action in furtherance of, orindicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause(i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, orshall admit in writing its inability to, pay its debts as they become due; or     (g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated fundingdeficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respectto any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any GroupMember or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to,or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, toadminister or to terminate, any Single Employer Plan, which Reportable Event or commencement ofproceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders,likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) anySingle Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Group Member orany Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders islikely to, incur any liability in connection with a withdrawal from, or the Insolvency orReorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or existwith respect to a Plan; and in each case in clauses (i) through (vi) above, such event orcondition, together with all other such events or conditions, if any, could, in the sole judgmentof the Required Lenders, reasonably be expected to have a Material Adverse Effect; or     (h) one or more judgments or decrees shall be entered against any Group Member involving inthe aggregate a liability (not paid or fully covered by insurance as to which the relevantinsurance company has acknowledged coverage) of $15,000,000 or more, and all such judgments ordecrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 daysfrom the entry thereof; or
-64-

 
     (i) any of the Security Documents shall cease, for any reason, to be in full force andeffect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien createdby any of the Security Documents shall cease to be enforceable and of the same effect andpriority purported to be created thereby, or any Loan Party or any Affiliate of any Loan Partyshall so assert; or     (j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shallcease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of anyLoan Party shall so assert; or     (k) (i) (any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become, or obtain rights(whether by means or warrants, options or otherwise) to become, the “beneficial owner” (asdefined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of morethan 30% of the outstanding common stock of Holdings; (ii) the board of directors of Holdingsshall cease to consist of a majority of Continuing Directors; (iii) Holdings shall cease to ownand control, of record and beneficially, directly, 90% of each class of outstanding Capital Stockof the Borrower free and clear of all Liens; or (iv) a Specified Change of Control shall occur;     (l) Holdings shall (i) conduct, transact or otherwise engage in, or commit to conduct,transact or otherwise engage in, any business or operations other than those incidental to itsownership of the Capital Stock of the Borrower, (ii) incur, create, assume or suffer to exist anyIndebtedness or other liabilities or financial obligations, except (w) Indebtedness incurred withrespect to guarantees of the Senior Notes, the Senior Exchangeable Notes or the Indebtedness setforth on Schedule 7.3(f), (x) nonconsensual obligations imposed by operation of law, (y)obligations pursuant to the Loan Documents to which it is a party and (z) obligations withrespect to its Capital Stock, or (iii) own, lease, manage or otherwise operate any properties orassets (including cash (other than cash received in connection with dividends made by theBorrower in accordance with Section 7.6 pending application in the manner contemplated by saidSection) and cash equivalents) other than the ownership of shares of Capital Stock of theBorrower; or     (m) the collateral granted to the Lenders under the Existing Credit Agreement has not beenreleased under the Existing Credit Agreement and added as Collateral hereunder on or beforeDecember 31, 2007;then, and in any such event, (A) if such event is an Event of Default specified in clause (i),(ii), (iii) or (iv) of paragraph (f) above with respect to the Borrower, automatically theCommitments shall immediately terminate and the Loans (with accrued interest thereon) and all otheramounts owing under this Agreement and the other Loan Documents (including all amounts of L/CObligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall havepresented the documents required thereunder) shall immediately become due and payable, and (B) ifsuch event is any other Event of Default, either or both of the following actions may be taken:(i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request ofthe Required Lenders, the Administrative Agent shall, by notice to the Borrower declare theCommitments to be terminated forthwith, whereupon the Commitments shall
-65-

 
immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agentmay, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to theBorrower, declare the Loans (with accrued interest thereon) and all other amounts owing under thisAgreement and the other Loan Documents (including all amounts of L/C Obligations, whether or notthe beneficiaries of the then outstanding Letters of Credit shall have presented the documentsrequired thereunder) to be due and payable forthwith, whereupon the same shall immediately becomedue and payable. With respect to all Letters of Credit with respect to which presentment for honorshall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowershall at such time deposit in a cash collateral account opened by the Administrative Agent anamount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amountsheld in such cash collateral account shall be applied by the Administrative Agent to the payment ofdrafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters ofCredit shall have expired or been fully drawn upon, if any, shall be applied to repay otherobligations of the Borrower hereunder and under the other Loan Documents. After all such Lettersof Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall havebeen satisfied and all other obligations of the Borrower hereunder and under the other LoanDocuments shall have been paid in full, the balance, if any, in such cash collateral account shallbe returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except asexpressly provided above in this Section, presentment, demand, protest and all other notices of anykind are hereby expressly waived by the Borrower.SECTION 9. THE AGENTS     9.1 Appointment. Each Lender hereby irrevocably designates and appoints theAdministrative Agent as the agent of such Lender under this Agreement and the other Loan Documents,and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to takesuch action on its behalf under the provisions of this Agreement and the other Loan Documents andto exercise such powers and perform such duties as are expressly delegated to the AdministrativeAgent by the terms of this Agreement and the other Loan Documents, together with such other powersas are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere inthis Agreement, the Administrative Agent shall not have any duties or responsibilities, exceptthose expressly set forth herein, or any fiduciary relationship with any Lender, and no impliedcovenants, functions, responsibilities, duties, obligations or liabilities shall be read into thisAgreement or any other Loan Document or otherwise exist against the Administrative Agent.     9.2 Delegation of Duties. The Administrative Agent may execute any of its dutiesunder this Agreement and the other Loan Documents by or through agents or attorneys-in-fact andshall be entitled to advice of counsel concerning all matters pertaining to such duties. TheAdministrative Agent shall not be responsible for the negligence or misconduct of any agents orattorneys in-fact selected by it with reasonable care.     9.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers,directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any actionlawfully taken or omitted to be taken by it or such Person under or in connection with thisAgreement or any other Loan Document (except to the extent that any of the foregoing are found
-66-

 
by a final and nonappealable decision of a court of competent jurisdiction to have resultedfrom its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in anymanner to any of the Lenders for any recitals, statements, representations or warranties made byany Loan Party or any officer thereof contained in this Agreement or any other Loan Document or inany certificate, report, statement or other document referred to or provided for in, or received bythe Agents under or in connection with, this Agreement or any other Loan Document or for the value,validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any otherLoan Document or for any failure of any Loan Party a party thereto to perform its obligationshereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertainor to inquire as to the observance or performance of any of the agreements contained in, orconditions of, this Agreement or any other Loan Document, or to inspect the properties, books orrecords of any Loan Party.     9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled torely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice,consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order orother document or conversation believed by it to be genuine and correct and to have been signed,sent or made by the proper Person or Persons and upon advice and statements of legal counsel(including counsel to Holdings or the Borrower), independent accountants and other experts selectedby the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note asthe owner thereof for all purposes unless a written notice of assignment, negotiation or transferthereof shall have been filed with the Administrative Agent. The Administrative Agent shall befully justified in failing or refusing to take any action under this Agreement or any other LoanDocument unless it shall first receive such advice or concurrence of the Required Lenders (or, ifso specified by this Agreement, all Lenders) as it deems appropriate or it shall first beindemnified to its satisfaction by the Lenders against any and all liability and expense that maybe incurred by it by reason of taking or continuing to take any such action. The AdministrativeAgent shall in all cases be fully protected in acting, or in refraining from acting, under thisAgreement and the other Loan Documents in accordance with a request of the Required Lenders (or, ifso specified by this Agreement, all Lenders), and such request and any action taken or failure toact pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.     9.5 Notice of Default. The Administrative Agent shall not be deemed to haveknowledge or notice of the occurrence of any Default or Event of Default unless the AdministrativeAgent has received notice from a Lender, Holdings or the Borrower referring to this Agreement,describing such Default or Event of Default and stating that such notice is a “notice of default”.In the event that the Administrative Agent receives such a notice, the Administrative Agent shallgive notice thereof to the Lenders. The Administrative Agent shall take such action with respectto such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, ifso specified by this Agreement, all Lenders); provided that unless and until theAdministrative Agent shall have received such directions, the Administrative Agent may (but shallnot be obligated to) take such action, or refrain from taking such action, with respect to suchDefault or Event of Default as it shall deem advisable in the best interests of the Lenders.
-67-

 
     9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledgesthat neither the Agents nor any of their respective officers, directors, employees, agents,attorneys-in-fact or affiliates have made any representations or warranties to it and that no actby any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliateof a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to anyLender. Each Lender represents to the Agents that it has, independently and without reliance uponany Agent or any other Lender, and based on such documents and information as it has deemedappropriate, made its own appraisal of and investigation into the business, operations, property,financial and other condition and creditworthiness of the Loan Parties and their affiliates andmade its own decision to make its Loans hereunder and enter into this Agreement. Each Lender alsorepresents that it will, independently and without reliance upon any Agent or any other Lender, andbased on such documents and information as it shall deem appropriate at the time, continue to makeits own credit analysis, appraisals and decisions in taking or not taking action under thisAgreement and the other Loan Documents, and to make such investigation as it deems necessary toinform itself as to the business, operations, property, financial and other condition andcreditworthiness of the Loan Parties and their affiliates. Except for notices, reports and otherdocuments expressly required to be furnished to the Lenders by the Administrative Agent hereunder,the Administrative Agent shall not have any duty or responsibility to provide any Lender with anycredit or other information concerning the business, operations, property, condition (financial orotherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party thatmay come into the possession of the Administrative Agent or any of its officers, directors,employees, agents, attorneys-in-fact or affiliates.     9.7 Indemnification. The Lenders agree to indemnify each Agent in its capacity assuch (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligationof Holdings or the Borrower to do so), ratably according to their respective Aggregate ExposurePercentages in effect on the date on which indemnification is sought under this Section (or, ifindemnification is sought after the date upon which the Commitments shall have terminated and theLoans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentagesimmediately prior to such date), from and against any and all liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kindwhatsoever that may at any time (whether before or after the payment of the Loans) be imposed on,incurred by or asserted against such Agent in any way relating to or arising out of, theCommitments, this Agreement, any of the other Loan Documents or any documents contemplated by orreferred to herein or therein or the transactions contemplated hereby or thereby or any actiontaken or omitted by such Agent under or in connection with any of the foregoing; providedthat no Lender shall be liable for the payment of any portion of such liabilities, obligations,losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that arefound by a final and nonappealable decision of a court of competent jurisdiction to have resultedfrom such Agent’s gross negligence or willful misconduct. The agreements in this Section shallsurvive the payment of the Loans and all other amounts payable hereunder.     9.8 Agent in Its Individual Capacity. Each Agent and its affiliates may make loansto, accept deposits from and generally engage in any kind of business with any Loan Party as thoughsuch Agent were not an Agent. With respect to its Loans made or renewed by it and with respect
-68-

 
to any Letters of Credit issued or participated in by it, each Agent shall have the samerights and powers under this Agreement and the other Loan Documents as any Lender and may exercisethe same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include eachAgent in its individual capacity.     9.9 Successor Administrative Agent. The Administrative Agent may resign asAdministrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the AdministrativeAgent shall resign as Administrative Agent under this Agreement and the other Loan Documents, thenthe Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, whichsuccessor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respectto the Borrower shall have occurred and be continuing) be subject to approval by the Borrower(which approval shall not be unreasonably withheld or delayed), whereupon such successor agentshall succeed to the rights, powers and duties of the Administrative Agent, and the term“Administrative Agent” shall mean such successor agent effective upon such appointment andapproval, and the former Administrative Agent’s rights, powers and duties as Administrative Agentshall be terminated, without any other or further act or deed on the part of such formerAdministrative Agent or any of the parties to this Agreement or any holders of the Loans. If nosuccessor agent has accepted appointment as Administrative Agent by the date that is 10 daysfollowing a retiring Administrative Agent’s notice of resignation, the retiring AdministrativeAgent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume andperform all of the duties of the Administrative Agent hereunder until such time, if any, as theRequired Lenders appoint a successor agent as provided for above. After any retiringAdministrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shallinure to its benefit as to any actions taken or omitted to be taken by it while it wasAdministrative Agent under this Agreement and the other Loan Documents.     9.10 Syndication Agent. The Syndication Agent shall not have any duties orresponsibilities hereunder in its capacity as such.SECTION 10. MISCELLANEOUS     10.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, norany terms hereof or thereof may be amended, supplemented or modified except in accordance with theprovisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevantLoan Document may, or, with the written consent of the Required Lenders, the Administrative Agentand each Loan Party party to the relevant Loan Document may, from time to time, (a) enter intowritten amendments, supplements or modifications hereto and to the other Loan Documents for thepurpose of adding any provisions to this Agreement or the other Loan Documents or changing in anymanner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, onsuch terms and conditions as the Required Lenders or the Administrative Agent, as the case may be,may specify in such instrument, any of the requirements of this Agreement or the other LoanDocuments or any Default or Event of Default and its consequences; provided,however, that no such waiver and no such amendment, supplement or modification shall (i)forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan,extend the scheduled date of any amortization payment in respect of the Term Loan, reduce thestated rate of any interest or fee payable hereunder (except (x) in connection with the waiver ofapplicability of any post-default increase in interest
-69-

 
rates (which waiver shall be effective with the consent of the Majority Facility Lenders ofeach adversely affected Facility) and (y) that any amendment or modification of defined terms usedin the financial covenants in this Agreement shall not constitute a reduction in the rate ofinterest or fees for purposes of this clause (i)) or extend the scheduled date of any paymentthereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in eachcase without the written consent of each Lender directly affected thereby; (ii) eliminate or reducethe voting rights of any Lender under this Section 10.1 without the written consent of such Lender;(iii) reduce any percentage specified in the definition of Required Lenders, consent to theassignment or transfer by the Borrower of any of its rights and obligations under this Agreementand the other Loan Documents, release all or substantially all of the Collateral or releaseHoldings or all or substantially all of the Subsidiary Guarantors from their obligations under theGuarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv)amend, modify or waive any provision of Section 9 without the written consent of the AdministrativeAgent; (v) reduce the percentage specified in the definition of Majority Facility Lenders withrespect to any Facility without the written consent of all Lenders under such Facility; (vi) amend,modify or waive any provision of Section 2.6 or 2.7 without the written consent of the SwinglineLender; (vii) amend, modify or waive any provision of Section 3 without the written consent of theIssuing Lender; or (viii) change Section 2.17 (a), (b) or (c) in a manner that would alter the prorata sharing of payments required thereby, without the written consent of each Lender affectedthereby. Any such waiver and any such amendment, supplement or modification shall apply equally toeach of the Lenders and shall be binding upon the Loan Parties, the Lenders, the AdministrativeAgent and all future holders of the Loans. In the case of any waiver, the Loan Parties, theLenders and the Administrative Agent shall be restored to their former position and rightshereunder and under the other Loan Documents, and any Default or Event of Default waived shall bedeemed to be cured and not continuing; but no such waiver shall extend to any subsequent or otherDefault or Event of Default, or impair any right consequent thereon.     10.2 Notices. All notices, requests and demands to or upon the respective partieshereto to be effective shall be in writing (including by telecopy), and, unless otherwise expresslyprovided herein, shall be deemed to have been duly given or made when delivered, or three BusinessDays after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, whenreceived, addressed as follows in the case of Holdings, the Borrower and the Administrative Agent,and as set forth in an administrative questionnaire delivered to the Administrative Agent in thecase of the Lenders, or to such other address as may be hereafter notified by the respectiveparties hereto:          Holdings: Medical Properties Trust, Inc.  1000 Urban Center Drive, Suite 501  Birmingham, AL 35242  Attention: Michael G. Stewart  Telecopy: (205) 969-3756  Telephone: (205) 969-3755          Borrower: MPT Operating Partnership, L.P.  c/o Medical Properties Trust, Inc.  1000 Urban Center Drive, Suite 501
-70-

 
       Birmingham, AL 35242  Attention: Michael G. Stewart  Telecopy: (205) 969-3756  Telephone: (205) 969-3755          Administrative Agent: JPMorgan Chase Bank, N.A.  277 Park Avenue, 3rd Floor  New York, NY 10172  Attention: Vanessa Chiu  Telecopy: (646) 534-0574  Telephone: (212) 622-6015provided that any notice, request or demand to or upon the Administrative Agent or theLenders shall not be effective until received.     Notices and other communications to the Lenders hereunder may be delivered or furnished byelectronic communications pursuant to procedures approved by the Administrative Agent;provided that the foregoing shall not apply to notices pursuant to Section 2 unlessotherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agentor the Borrower may, in its discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures approved by it; provided thatapproval of such procedures may be limited to particular notices or communications.     10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay inexercising, on the part of the Administrative Agent or any Lender, any right, remedy, power orprivilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shallany single or partial exercise of any right, remedy, power or privilege hereunder preclude anyother or further exercise thereof or the exercise of any other right, remedy, power or privilege.The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of anyrights, remedies, powers and privileges provided by law.     10.4 Survival of Representations and Warranties. All representations and warrantiesmade hereunder, in the other Loan Documents and in any document, certificate or statement deliveredpursuant hereto or in connection herewith shall survive the execution and delivery of thisAgreement and the making of the Loans and other extensions of credit hereunder.     10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse theAdministrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connectionwith the development, preparation and execution of, and any amendment, supplement or modificationto, this Agreement and the other Loan Documents and any other documents prepared in connectionherewith or therewith, and the consummation and administration of the transactions contemplatedhereby and thereby, including the reasonable fees and disbursements of counsel to theAdministrative Agent and filing and recording fees and expenses and including such costs andexpenses incurred under Section 6.10 and 6.11, with statements with respect to the foregoing to besubmitted to the Borrower prior to the Funding Date (in the case of amounts to be paid on theFunding Date) and from time to time thereafter on a quarterly basis or such other periodic basis asthe Administrative Agent shall deem appropriate, (b) to pay or reimburse
-71-

 
each Lender and the Administrative Agent for all its costs and expenses incurred in connectionwith the enforcement or preservation of any rights under this Agreement, the other Loan Documentsand any such other documents, including the fees and disbursements of counsel to each Lender and ofcounsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and theAdministrative Agent harmless from, any and all recording and filing fees and any and allliabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes,if any, that may be payable or determined to be payable in connection with the execution anddelivery of, or consummation or administration of any of the transactions contemplated by, or anyamendment, supplement or modification of, or any waiver or consent under or in respect of, thisAgreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, andhold each Lender and the Administrative Agent and their respective officers, directors, employees,affiliates, advisors, trustees, agents and controlling persons (each, an “Indemnitee”)harmless from and against any and all other liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever withrespect to the execution, delivery, enforcement, performance and administration of this Agreement,the other Loan Documents and any such other documents, including any of the foregoing relating tothe use of proceeds of the Loans or the violation of, noncompliance with or liability under, anyEnvironmental Law applicable to the operations of any Group Member or any of the Properties and thereasonable fees and expenses of legal counsel in connection with claims, actions or proceedings byany Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause(d), collectively, the “Indemnified Liabilities”), provided, that the Borrowershall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to theextent such Indemnified Liabilities are found by a final and nonappealable decision of a court ofcompetent jurisdiction to have resulted from the gross negligence, willful misconduct or breach ofobligations of such Indemnitee. Without limiting the foregoing, and to the extent permitted byapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, andhereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or anyother rights of recovery with respect to all claims, demands, penalties, fines, liabilities,settlements, damages, costs and expenses of whatever kind or nature, under or related toEnvironmental Laws, that any of them might have by statute or otherwise against any Indemnitee.All amounts due under this Section 10.5 shall be payable not later than 10 Business Days afterwritten demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall besubmitted to Michael G. Stewart (Telephone No. (205) 969-3755) (Telecopy No. (205) 969-3756), atthe address of the Borrower set forth in Section 10.2, or to such other Person or address as may behereafter designated by the Borrower in a written notice to the Administrative Agent. Theagreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payablehereunder.     10.6 Successors and Assigns; Participations and Assignments. (a) The provisions ofthis Agreement shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby (including any affiliate of the Issuing Lenderthat issues any Letter of Credit), except that (i) the Borrower may not assign or otherwisetransfer any of its rights or obligations hereunder without the prior written consent of eachLender (and any attempted assignment or transfer by the Borrower without such consent shall be nulland void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunderexcept in accordance with this Section.
-72-

 
          (b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender mayassign to one or more Persons, other than a natural person (each, an “Assignee”) all or aportion of its rights and obligations under this Agreement (including all or a portion of itsCommitments and the Loans at the time owing to it) with the prior written consent of:     (A) the Borrower (such consent not to be unreasonably withheld or delayed),provided that no consent of the Borrower shall be required for an assignment to aLender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event ofDefault has occurred and is continuing, any other Person;     (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed),provided that no consent of the Administrative Agent shall be required for anassignment of all or any portion of a Term Loan to a Lender, an affiliate of a Lender or anApproved Fund; and     (C) the Issuing Lender and the Swingline Lender (such consent not to be unreasonablywithheld or delayed), provided that no consent of the Issuing Lender or theSwingline Lender shall be required for an assignment of all or any portion of a Term Loan.     (i) Assignments shall be subject to the following additional conditions:     (A) except in the case of an assignment to a Lender, an affiliate of a Lender or anApproved Fund or an assignment of the entire remaining amount of the assigning Lender’sCommitments or Loans, the amount of the Commitments or Loans of the assigning Lender subjectto each such assignment (determined as of the date the Assignment and Assumption withrespect to such assignment is delivered to the Administrative Agent) shall not be less than$1,000,000 (in the case of a Term Loan) or $5,000,000 (in the case of a RevolvingCommitment) unless each of the Borrower and the Administrative Agent otherwise consent,provided that (1) no such consent of the Borrower shall be required if an Event ofDefault has occurred and is continuing and (2) such amounts shall be aggregated in respectof each Lender and its affiliates or Approved Funds, if any;     (B) the assigning Lender and the Assignee party to each assignment shall execute anddeliver to the Administrative Agent an Assignment and Assumption, together with a processingand recordation fee of $3,500; and     (C) the Assignee, if it shall not be a Lender, shall deliver to the AdministrativeAgent an administrative questionnaire.               For the purposes of this Section 10.6, “Approved Fund” means any Person (other than anatural person) that is engaged in making, purchasing, holding or investing in bank loans andsimilar extensions of credit in the ordinary course of its business and that is administered ormanaged by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an entitythat administers or manages a Lender.
-73-

 
     (ii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below,from and after the effective date specified in each Assignment and Assumption the Assigneethereunder shall be a party hereto and, to the extent of the interest assigned by suchAssignment and Assumption, have the rights and obligations of a Lender under this Agreement,and the assigning Lender thereunder shall, to the extent of the interest assigned by suchAssignment and Assumption, be released from its obligations under this Agreement (and, inthe case of an Assignment and Assumption covering all of the assigning Lender’s rights andobligations under this Agreement, such Lender shall cease to be a party hereto but shallcontinue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.5). Anyassignment or transfer by a Lender of rights or obligations under this Agreement that doesnot comply with this Section 10.6 shall be treated for purposes of this Agreement as a saleby such Lender of a participation in such rights and obligations in accordance withparagraph (c) of this Section.     (iii) The Administrative Agent, acting for this purpose as an agent of the Borrower,shall maintain at one of its offices a copy of each Assignment and Assumption delivered toit and a register for the recordation of the names and addresses of the Lenders, and theCommitments of, and principal amount of the Loans owing to, each Lender pursuant to theterms hereof from time to time (the “Register”). The entries in the Register shall beconclusive, and the Borrower, the Administrative Agent, and the Lenders may treat eachPerson whose name is recorded in the Register pursuant to the terms hereof as a Lenderhereunder for all purposes of this Agreement, notwithstanding notice to the contrary.     (iv) Upon its receipt of a duly completed Assignment and Assumption executed by anassigning Lender and an Assignee, the Assignee’s completed administrative questionnaire(unless the Assignee shall already be a Lender hereunder), the processing and recordationfee referred to in paragraph (b) of this Section and any written consent to such assignmentrequired by paragraph (b) of this Section, the Administrative Agent shall accept suchAssignment and Assumption and record the information contained therein in the Register. Noassignment shall be effective for purposes of this Agreement unless it has been recorded inthe Register as provided in this paragraph.          (c)(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sellparticipations to one or more banks or other entities (a “Participant”) in all or a portionof such Lender’s rights and obligations under this Agreement (including all or a portion of itsCommitments and the Loans owing to it); provided that (A) such Lender’s obligations underthis Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the otherparties hereto for the performance of such obligations and (C) the Borrower, the AdministrativeAgent, the Issuing Lender and the other Lenders shall continue to deal solely and directly withsuch Lender in connection with such Lender’s rights and obligations under this Agreement. Anyagreement pursuant to which a Lender sells such a participation shall provide that such Lendershall retain the sole right to enforce this Agreement and to approve any amendment, modification orwaiver of any provision of this Agreement; provided that such agreement may provide thatsuch Lender will not, without the consent of the Participant, agree to any amendment, modificationor waiver that (1) requires the consent of each Lender directly
-74-

 
affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2)directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borroweragrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20 tothe same extent as if it were a Lender and had acquired its interest by assignment pursuant toparagraph (b) of this Section. To the extent permitted by law, each Participant also shall beentitled to the benefits of Section 10.7(b) as though it were a Lender, provided such Participantshall be subject to Section 10.7(a) as though it were a Lender.          (v) A Participant shall not be entitled to receive any greater payment under Section2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect tothe participation sold to such Participant, unless the sale of the participation to suchParticipant is made with the Borrower’s prior written consent. Any Participant that is aNon-U.S. Lender shall not be entitled to the benefits of Section 2.19 unless suchParticipant complies with Section 2.19(d).          (b) Any Lender may at any time pledge or assign a security interest in all or any portionof its rights under this Agreement to secure obligations of such Lender, including any pledge orassignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply toany such pledge or assignment of a security interest; provided that no such pledge orassignment of a security interest shall release a Lender from any of its obligations hereunder orsubstitute any such pledgee or Assignee for such Lender as a party hereto.          (c) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issueNotes to any Lender requiring Notes to facilitate transactions of the type described in paragraph(d) above.          (d) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans itmay have funded hereunder to its designating Lender without the consent of the Borrower or theAdministrative Agent and without regard to the limitations set forth in Section 10.6(b). Each ofHoldings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will notinstitute against a Conduit Lender or join any other Person in instituting against a ConduitLender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding underany state bankruptcy or similar law, for one year and one day after the payment in full of thelatest maturing commercial paper note issued by such Conduit Lender; provided, however,that each Lender designating any Conduit Lender hereby agrees to indemnify, save and holdharmless each other party hereto for any loss, cost, damage or expense arising out of itsinability to institute such a proceeding against such Conduit Lender during such period offorbearance.
-75-

 
     10.7 Adjustments; Set-off.          (a) Except to the extent that this Agreement expressly provides for payments to beallocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a“Benefitted Lender”) shall receive any payment of all or part of the Obligations owing toit, or receive any collateral in respect thereof (whether voluntarily or involuntarily, byset-off, pursuant to events or proceedings of the nature referred to in Section 8(f), orotherwise), in a greater proportion than any such payment to or collateral received by any otherLender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lendershall purchase for cash from the other Lenders a participating interest in such portion of theObligations owing to each such other Lender, or shall provide such other Lenders with thebenefits of any such collateral, as shall be necessary to cause such Benefitted Lender to sharethe excess payment or benefits of such collateral ratably with each of the Lenders;provided, however, that if all or any portion of such excess payment or benefitsis thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and thepurchase price and benefits returned, to the extent of such recovery, but without interest.          (b) In addition to any rights and remedies of the Lenders provided by law, each Lendershall have the right, without prior notice to Holdings or the Borrower, any such notice beingexpressly waived by Holdings and the Borrower to the extent permitted by applicable law, upon anyamount becoming due and payable by Holdings or the Borrower hereunder (whether at the statedmaturity, by acceleration or otherwise), to set off and appropriate and apply against such amountany and all deposits (general or special, time or demand, provisional or final), in any currency,and any other credits, indebtedness or claims, in any currency, in each case whether direct orindirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lenderor any branch or agency thereof to or for the credit or the account of Holdings or the Borrower,as the case may be. Each Lender agrees promptly to notify the Borrower and the AdministrativeAgent after any such setoff and application made by such Lender, provided that thefailure to give such notice shall not affect the validity of such setoff and application.     10.8 Counterparts. This Agreement may be executed by one or more of the parties tothis Agreement on any number of separate counterparts, and all of said counterparts taken togethershall be deemed to constitute one and the same instrument. Delivery of an executed signature pageof this Agreement by facsimile transmission shall be effective as delivery of a manually executedcounterpart hereof. A set of the copies of this Agreement signed by all the parties shall belodged with the Borrower and the Administrative Agent.     10.9 Severability. Any provision of this Agreement that is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.     10.10 Integration. This Agreement and the other Loan Documents represent the entireagreement of Holdings, the Borrower, the Administrative Agent and the Lenders with respect to thesubject matter hereof and thereof, and there are no promises, undertakings, representations or
-76-

 
warranties by the Administrative Agent or any Lender relative to the subject matter hereof notexpressly set forth or referred to herein or in the other Loan Documents.     10.11 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESUNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THELAW OF THE STATE OF NEW YORK.     10.12 Submission To Jurisdiction; Waivers. Each of Holdings and the Borrower herebyirrevocably and unconditionally:          (a) submits for itself and its property in any legal action or proceeding relating to thisAgreement and the other Loan Documents to which it is a party, or for recognition and enforcementof any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts ofthe State of New York, the courts of the United States for the Southern District of New York, andappellate courts from any thereof;          (b) consents that any such action or proceeding may be brought in such courts and waivesany objection that it may now or hereafter have to the venue of any such action or proceeding inany such court or that such action or proceeding was brought in an inconvenient court and agreesnot to plead or claim the same;          (c) agrees that service of process in any such action or proceeding may be effected bymailing a copy thereof by registered or certified mail (or any substantially similar form ofmail), postage prepaid, to Holdings or the Borrower, as the case may be at its address set forthin Section 10.2 or at such other address of which the Administrative Agent shall have beennotified pursuant thereto;          (d) agrees that nothing herein shall affect the right to effect service of process in anyother manner permitted by law or shall limit the right to sue in any other jurisdiction; and          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim orrecover in any legal action or proceeding referred to in this Section any special, exemplary,punitive or consequential damages.     10.13 Acknowledgements. Each of Holdings and the Borrower hereby acknowledges that:          (a) it has been advised by counsel in the negotiation, execution and delivery of thisAgreement and the other Loan Documents;          (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with orduty to Holdings or the Borrower arising out of or in connection with this Agreement or any ofthe other Loan Documents, and the relationship between Administrative Agent and Lenders, on onehand, and Holdings and the Borrower, on the other hand, in connection herewith or therewith issolely that of debtor and creditor; and
-77-

 
          (c) no joint venture is created hereby or by the other Loan Documents or otherwise existsby virtue of the transactions contemplated hereby among the Lenders or among Holdings, theBorrower and the Lenders.     10.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrarycontained herein or in any other Loan Document, the Administrative Agent is hereby irrevocablyauthorized by each Lender (without requirement of notice to or consent of any Lender except asexpressly required by Section 10.1) to take any action requested by the Borrower having the effectof releasing any Collateral or guarantee obligations (i) to the extent necessary to permitconsummation of any transaction not prohibited by any Loan Document or that has been consented toin accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.          (b) At such time as the Loans, the Reimbursement Obligations and the other obligationsunder the Loan Documents shall have been paid in full, the Commitments have been terminated andno Letters of Credit shall be outstanding, the Collateral shall be released from the Lienscreated by the Security Documents, and the Security Documents and all obligations (other thanthose expressly stated to survive such termination) of the Administrative Agent and each LoanParty under the Security Documents shall terminate, all without delivery of any instrument orperformance of any act by any Person.     10.15 Confidentiality. Each of the Administrative Agent and each Lender agrees tokeep confidential all non-public information provided to it by any Loan Party, the AdministrativeAgent or any Lender pursuant to or in connection with this Agreement that is designated by theprovider thereof as confidential; provided that nothing herein shall prevent theAdministrative Agent or any Lender from disclosing any such information (a) to the AdministrativeAgent, any other Lender or any affiliate thereof, (b) subject to an agreement to comply with theprovisions of this Section, to any actual or prospective Transferee or any direct or indirectcounterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to itsemployees, directors, agents, attorneys, accountants and other professional advisors or those ofany of its affiliates in connection with their rights and obligations hereunder and under the otherLoan Documents, (d) upon the request or demand of any Governmental Authority, (e) in response toany order of any court or other Governmental Authority or as may otherwise be required pursuant toany Requirement of Law, (f) if requested or required to do so in connection with any litigation orsimilar proceeding, (g) that has been publicly disclosed, (h) to the National Association ofInsurance Commissioners or any similar organization or any nationally recognized rating agency thatrequires access to information about a Lender’s investment portfolio in connection with ratingsissued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunderor under any other Loan Document.     10.16 WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT AND THELENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION ORPROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
-78-

 
     10.17 USA PATRIOT Act. Each Lender that is subject to the requirements of the USAPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) herebynotifies the Borrower that pursuant to the requirements of the Act, it is required to obtain,verify and record information that identifies the Borrower, which information includes the name andaddress of the Borrower and other information that will allow such Lender to identify the Borrowerin accordance with the Act.
-79-

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed anddelivered by their proper and duly authorized officers as of the day and year first above written.      MEDICAL PROPERTIES TRUST, INC.