Exhibit 10.2


 


EXECUTION
VERSION


 


FIRST
AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT


 


This
FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) dated as of June 30,
2020, by and among DIVERSIFIED HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST), a real estate investment trust formed
under the laws of the State of Maryland (the “Borrower”), the Guarantors solely for the purpose of Section 5
hereof, each of the financial institutions party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the
 “Administrative Agent”).


 


WHEREAS, the Borrower,
the Lenders, the Administrative Agent and certain other parties have entered into that certain Amended and Restated Term Loan Agreement
dated as of August 1, 2017 (as amended and as in effect immediately prior to the date hereof, the “Credit Agreement”);
and


 


WHEREAS, as permitted
by Section 12.6. of the Credit Agreement, the parties hereto desire to amend the Credit Agreement subject to the terms and
conditions of this Amendment (the Credit Agreement as so amended, the “Amended Credit Agreement”);


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:


 


Section 1.
Amendments to Credit Agreement. Subject to the conditions precedent set forth in Section 2 below, as of the
First Amendment Effective Date, the Credit Agreement is hereby amended to delete the red font stricken text (indicated textually
in the same manner as the following example: stricken text) and to add the blue
font double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in Exhibit A attached hereto such that, immediately after giving effect to this Amendment,
the Amended Credit Agreement will read as set forth in Exhibit A.


 


Section 2. Conditions
Precedent. The effectiveness of this Amendment is subject to (i) the truth and accuracy of the representations set forth
in Section 3 below and (ii) receipt by the Administrative Agent of the following, each of which shall be in form
and substance satisfactory to the Administrative Agent (the first date on which each of the conditions pursuant to the foregoing
clauses (i) and (ii) shall have been satisfied, the “First Amendment Effective Date”):


 


(a)           a
counterpart of this Amendment duly executed by the Borrower, the Guarantors, the Administrative Agent and the Requisite Lenders;


 


(b)           a
certificate of the Borrower’s chief executive officer, chief legal officer, chief financial officer or chief accounting officer
certifying as of the date hereof, after giving effect to this Amendment and the other transactions contemplated hereby, that (i) no
Default or Event of Default shall be in existence, and (ii) the representations and warranties made or deemed made by the
Borrower or any other Loan Party in the Amended Credit Agreement and any other Loan Document to which such Loan Party is a party
shall be true and correct in all respects on the date hereof except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all respects
on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the
Credit Agreement;


 






    


     


    

 


(c)           a
certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) on behalf of the Borrower
dated the First Amendment Effective Date, certifying (A) that attached thereto are true, correct and complete copies of (i) the
certificate of incorporation or formation, certificate of limited partnership, declaration of trust or other comparable organizational
instrument, as applicable, of such Loan Party certified as of a recent date by the Secretary of State of the state of organization
of such Loan Party and (ii) the by-laws, operating agreement, partnership agreement, or other comparable governing document,
as applicable, of such Loan Party, (B) that attached thereto is a true, correct and complete copy of a certificate as to the
good standing of such Loan Party as of a recent date from the Secretary of State (or other applicable Governmental Authority) of
its jurisdiction of organization, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the
board of directors (or board of members or equivalent governing body) of such Loan Party authorizing the execution, delivery and
performance of this Amendment and the other Loan Documents to which such person is a party entered into in connection herewith,
and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such
certificate, and (D) as to the signature and incumbency certificates of its officers executing this Amendment or any of the
other Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate
of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing
the certificate pursuant to this clause (c)); provided that such certificate can certify that there have been no changes
to such documents or items described in the foregoing clauses (A) or (D) since such documents or items were last delivered
to the Administrative Agent on the Effective Date;


 


(d)           an
opinion of Sullivan & Worcester LLP, as counsel to the Borrower and the other Loan Parties, and an opinion of Saul Ewing
Arnstein & Lehr LLP, as special Maryland counsel to the Borrower, in each case addressed to the Administrative Agent and
the Lenders and covering such matters as the Administrative Agent may reasonably request;


 


(e)           evidence
that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders in connection
with this Amendment have been paid;


 


(f)            (i) all
information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer”
and Anti-Money Laundering Laws and regulations, including without limitation, the Patriot Act, and (ii) to the extent the
Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification
in relation to the Borrower, in each case, at least five (5) Business Days prior to the First Amendment Effective Date; and


 


(g)           such
other documents, agreements, instruments, certificates or other confirmations as the Administrative Agent may reasonably request.


 


Section 3. Representations
and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that:


 


(a)           Authorization.
The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment
and to perform its obligations hereunder and under the Amended Credit Agreement in accordance with their respective terms. This
Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and each of this Amendment and the
Amended Credit Agreement is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance
with its respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles
of general applicability.


 






     - 2 -


     


    

 


(b)           Compliance
with Laws, etc. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this
Amendment and the Amended Credit Agreement in accordance with their respective terms, do not and will not, by the passage of time,
the giving of notice or otherwise: (i) require any Governmental Approval or violate any Applicable Law (including Environmental
Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default
under the organizational documents of Borrower or any other Loan Party, or any indenture, agreement or other instrument to which
the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result
in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the
Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.


 


(c)           No
Default. Immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


Section 4. Reaffirmation
of Representations by Borrower. The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower
and the other Loan Parties to the Administrative Agent and the Lenders in the Amended Credit Agreement and the other Loan Documents
(in each case, giving effect to this Amendment) on and as of the date hereof with the same force and effect as if such representations
and warranties were set forth in this Amendment in full.


 


Section 5. Confirmation
of Guaranty. Each Guarantor (a) confirms its obligations under the Guaranty, (b) confirms that its obligations under
the Amended Credit Agreement constitute “Obligations” (as defined in the Amended Credit Agreement) and “Guarantied
Obligations” (as defined in the Guaranty), (c) confirms its guarantee of the Obligations under the Guaranty, (d) confirms
that its obligations under the Amended Credit Agreement are entitled to the benefits of the guarantee set forth in the Guaranty,
and (e) agrees that the Amended Credit Agreement is the “Credit Agreement” under and for all purposes of the Guaranty.
Each Guarantor, by its execution of this Amendment, hereby confirms that the Obligations shall remain in full force and effect.


 


Section 6. Certain
References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Amended
Credit Agreement. This Amendment is a Loan Document.


 


Section 7. Costs
and Expenses. The Borrower shall reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses (including
reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution
of this Amendment and the other agreements and documents executed and delivered in connection herewith.


 


Section 8. Benefits.
This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


 


Section 9. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 10. Effect.
Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full
force and effect. The amendment contained herein shall be deemed to have prospective application only. The Amended Credit Agreement
is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights,
powers or remedies available to the Administrative Agent or the Lenders under the Amended Credit Agreement or any other Loan Document.
This Amendment is not intended to and shall not constitute a novation of any of the Loan Documents or Obligations.


 






     - 3 -


     


    

 


Section 11. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns.


 


Section 12. Electronic
Signatures. The words “execute,” “execution,” “signed,” “signature,” and words
of like import in or related to any document to be signed by any Lender or Titled Agent (collectively, the “Lender Parties”)
in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the
electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature of such Lender Party or the use of a paper-based recordkeeping system with respect to such Lender Party, as
the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the
Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative
Agent is under no obligation to agree to accept electronic signatures from any Lender Party in any form or in any format unless
expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Each of the undersigned hereby (i) agrees
that, for all purposes, electronic images of this Amendment (including with respect to any of the Lender Parties’ signature
pages thereto) shall have the same legal effect, validity, admissibility into evidence and enforceability as any paper original,
and (ii) waives any argument, defense or right to contest the validity, admissibility into evidence or enforceability of this
Amendment based solely on the lack of paper original copies hereof, including with respect to any of the Lender Parties’
signatures hereto.


 


Section 13. Definitions.
All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Amended Credit
Agreement.


 


[Signatures on Next Page]


 






     - 4 -


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment to Amended and Restated Term Loan Agreement to be duly executed as of the date
first above written.


 


	 	DIVERSIFIED HEALTHCARE TRUST
	 
	 	By:	 /s/ Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer




 


Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 









     


     


    

 


	CCC ALPHA INVESTMENTS TRUST	SNH FM FINANCING LLC
	CCC DELAWARE TRUST	SNH FM FINANCING TRUST
	CCC FINANCING I TRUST	SNH GEORGIA TENANT LLC
	CCC INVESTMENTS I, L.L.C.	SNH GLENVIEW (PATRIOT) LLC
	CCC LEISURE PARK CORPORATION	SNH GP VALENCIA LLC
	CCC PUEBLO NORTE TRUST	SNH GRANITE GATE LANDS TENANT LLC
	CCC RETIREMENT PARTNERS TRUST	SNH GRANITE GATE LANDS TRUST
	CCC RETIREMENT TRUST	SNH GROVE PARK TENANT LLC
	CCDE SENIOR LIVING LLC	SNH GROVE PARK TRUST
	CCOP SENIOR LIVING LLC	SNH HARRISBURG LLC
	CRESTLINE VENTURES LLC	SNH IL JOPLIN INC.
	CSL GROUP, INC.	SNH IL PROPERTIES TRUST
	DHC HOLDINGS LLC	SNH INDEPENDENCE PARK LLC
	ELLICOTT CITY LAND I, LLC	SNH INDY TENANT LLC
	HRES1 PROPERTIES TRUST	SNH JACKSON LLC
	HRES2 PROPERTIES TRUST	SNH KENT PROPERTIES LLC
	MSD POOL 1 LLC	SNH LINCOLN TENANT LLC
	MSD POOL 2 LLC	SNH LONGHORN TENANT LLC
	O.F.C. CORPORATION	SNH LTF PROPERTIES LLC
	SNH 30 NEWCROSSING INC.	SNH MARYLAND HEIGHTS LLC
	SNH AL AIMO II, INC.	SNH MASS TENANT LLC
	SNH AL AIMO TENANT II, INC.	SNH MD TENANT LLC
	SNH AL AIMO TENANT, INC.	SNH MEDICAL OFFICE PROPERTIES LLC
	SNH AL AIMO, INC.	SNH MEDICAL OFFICE PROPERTIES TRUST
	SNH AL CRIMSON TENANT INC.	SNH MEZZCO SAN ANTONIO LLC
	SNH AL CUMMING LLC	SNH MO TENANT LLC
	SNH AL CUMMING TENANT LLC	SNH MODESTO LLC
	SNH AL GEORGIA HOLDINGS LLC	SNH NC TENANT LLC
	SNH AL GEORGIA LLC	SNH NEB TENANT LLC
	SNH AL GEORGIA TENANT LLC	SNH NJ TENANT GP LLC
	SNH AL PROPERTIES LLC	SNH NJ TENANT LLC
	SNH AL PROPERTIES TRUST	SNH NM TENANT LLC
	SNH AL TRS, INC.	SNH NORTHWOODS LLC
	SNH AL WILMINGTON TENANT INC.	SNH NORTHWOODS TENANT LLC
	SNH ALPHARETTA LLC	SNH NS PROPERTIES TRUST
	SNH ALT LEASED PROPERTIES TRUST	SNH OHIO TENANT LLC
	SNH AZ TENANT LLC	SNH OMISS TENANT LLC
	SNH BAKERSFIELD LLC	SNH PARKVIEW PROPERTIES TRUST
	SNH BAMA TENANT LLC	SNH PENN TENANT LLC
	SNH BATON ROUGE (NORTH) LLC	SNH PHOENIX (COTTON) LLC
	SNH BATON ROUGE (REALTORS) LLC	SNH PLAQUEMINE LLC
	SNH BLAINE INC.	SNH PLFL PROPERTIES LLC
	SNH BRFL PROPERTIES LLC	SNH PLFL TENANT LLC
	SNH BRFL TENANT LLC	SNH PRAIRIEVILLE LLC
	SNH BRIDGEWATER LLC	SNH PROJ LINCOLN TRS LLC
	SNH CAL TENANT LLC	SNH REDMOND PROPERTIES LLC
	SNH CALI TENANT LLC	SNH REIT IRVING LLC
	SNH CCMD PROPERTIES BORROWER LLC	SNH REIT ROCKWALL LLC
	SNH CCMD PROPERTIES LLC	SNH REIT SAN ANTONIO LLC
	SNH CCMD TENANT LLC	SNH REIT VICTORIA LLC
	SNH CHS PROPERTIES TRUST	SNH RMI FOX RIDGE MANOR PROPERTIES LLC 
	SNH CLEAR BROOK LLC	SNH RMI JEFFERSON MANOR
PROPERTIES LLC
	SNH CLEAR CREEK PROPERTIES TRUST	SNH RMI MCKAY MANOR PROPERTIES LLC
	SNH CO TENANT LLC	SNH RMI NORTHWOOD MANOR PROPERTIES LLC
	SNH CONCORD LLC	SNH RMI OAK WOODS MANOR PROPERTIES LLC
	SNH DEL TENANT LLC	SNH RMI PARK SQUARE MANOR PROPERTIES LLC
	SNH DENHAM SPRINGS LLC	SNH RMI PROPERTIES HOLDING COMPANY LLC
	SNH DERBY TENANT LLC	SNH RMI SMITH FARMS MANOR PROPERTIES LLC
	SNH DURHAM LLC	SNH RMI SYCAMORE MANOR PROPERTIES LLC
	SNH FLA TENANT LLC	SNH SC TENANT LLC




 


Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 






     


     


    

 


	SNH SE ASHLEY RIVER LLC	SNH TELLI TRUST
	SNH SE ASHLEY RIVER TENANT LLC	SNH TEMP LLC
	SNH SE BARRINGTON BOYNTON LLC	SNH TEN TENANT LLC
	SNH SE BARRINGTON BOYNTON TENANT LLC	SNH TOTO ENANT LLC
	SNH SE BURLINGTON LLC	SNH TRS INC.
	SNH SE BURLINGTON TENANT LLC	SNH TRS LICENSEE HOLDCO LLC
	SNH SE DANIEL ISLAND LLC	SNH VA TENANT LLC
	SNH SE DANIEL ISLAND TENANT LLC	SNH VIKING TENANT LLC
	SNH SE HABERSHAM SAVANNAH LLC	SNH WARD AVE. PROPERTIES I INC.
	SNH SE HABERSHAM SAVANNAH TENANT LLC	SNH WELL PROPERTIES GA-MD LLC
	SNH SE HOLLY HILL LLC	SNH WELL PROPERTIES TRUST
	SNH SE HOLLY HILL TENANT LLC	SNH WILMINGTON LLC
	SNH SE KINGS MTN LLC	SNH WIS TENANT LLC
	SNH SE KINGS MTN TENANT LLC	SNH WY TENANT LLC
	SNH SE MOORESVILLE LLC	SNH YONKERS PROPERTIES TRUST
	SNH SE MOORESVILLE TENANT LLC	SNH YONKERS TENANT INC.
	SNH SE N. MYRTLE BEACH LLC	SNH/CSL PROPERTIES TRUST
	SNH SE N. MYRTLE BEACH TENANT LLC	SNH/LTA PROPERTIES GA LLC
	SNH SE PROPERTIES LLC	SNH/LTA PROPERTIES TRUST
	SNH SE PROPERTIES TRUST	SNH/LTA SE HOME PLACE NEW BERN LLC
	SNH SE SG LLC	SNH/LTA SE MCCARTHY NEW BERN LLC
	SNH SE SG TENANT LLC	SNH/LTA SE WILSON LLC
	SNH SE TENANT 2 TRS, INC.	SPTGEN PROPERTIES TRUST
	SNH SE TENANT TRS, INC.	SPTIHS PROPERTIES TRUST
	SNH SOMERFORD PROPERTIES TRUST	SPTMISC PROPERTIES TRUST
	SNH ST. LOUIS LLC	SPTMNR PROPERTIES TRUST
	SNH TEANECK PROPERTIES LLC	SPTMRT PROPERTIES TRUST
	SNH TEANEK TENANT LLC	SPTSUN II PROPERTIES TRUST
	SNH TELLIO TENANT LLC	 




 


	 	each as a Guarantor
	 
	 	By:	/s/ Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer




 


Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 






     


     


    

 


	 	LEXINGTON OFFICE REALTY TRUST
	 	SNH MEDICAL OFFICE REALTY TRUST
	 
	 	each as a Guarantor
	 
	 	By:	/s/ Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	as Trustee and not individually




 


	 	CCC FINANCING LIMITED, L.P.,
	 	as a Guarantor
	 
	 	By:	CCC RETIREMENT TRUST,
	 	 	its general partner
	 
	 	 	By:	/s/ Richard W. Siedel, Jr.
	 	 	 	Name: Richard W. Siedel, Jr.
	 	 	 	Title: Chief Financial Officer and Treasurer




 


	 	CCC RETIREMENT COMMUNITIES II, L.P.,
	 	as a Guarantor
	 
	 	By:	CRESTLINE VENTURES LLC,
	 	 	its general partner
	 
	 	 	By:	/s/ Richard W. Siedel, Jr.
	 	 	 	Name: Richard W. Siedel, Jr.
	 	 	 	Title: Chief Financial Officer and Treasurer




 


	 	LEISURE PARK VENTURE LIMITED PARTNERSHIP,
	 	as a Guarantor
	 
	 	By:	CCC LEISURE PARK CORPORATION,
	 	 	its general partner
	 
	 	 	By:	/s/ Richard W. Siedel, Jr.
	 	 	 	Name: Richard W. Siedel, Jr.
	 	 	 	Title: Chief Financial Officer and Treasurer




 


Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 






     


     


    

 


	 	SNH NJ TENANT LP,
	 	as a Guarantor
	 
	 	By:	 SNH NJ TENANT GP LLC,
	 	 	its general partner
	 
	 	 	By:	/s/ Richard W. Siedel, Jr.
	 	 	 	Name: Richard W. Siedel, Jr.
	 	 	 	Title: Chief Financial Officer and Treasurer




 


	 	SNH VALENCIA LP,
	 	as a Guarantor
	 
	 	By:	SNH GP VALENCIA LLC,
	 	 	its general partner
	 
	 	 	By:	/s/ Richard W. Siedel, Jr.
	 	 	 	Name: Richard W. Siedel, Jr.
	 	 	 	Title: Chief Financial Officer and Treasurer




 


Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent and as a Lender
	 
	 	By:	/s/ Kristen Ray
	 	 	Name: Kristen Ray
	 	 	Title: Vice President




 





Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 






     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 
	 	By:	 /s/ Shari L. Reams-Henofer
	 	 	Name: Shari L. Reams-Henofer
	 	 	Title: Senior Vice President




 


Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 






     


     


    

 


		SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT, AMONG
                                                                             DIVERSIFIED HEALTHCARE TRUST, EACH LENDER PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE
                                                                             AGENT



 


	 	Name of Institution: MIZUHO BANK (USA),
	 	as a Lender
	 
	 	By:	 /s/ Donna DeMagistris
	 	 	Name: Donna DeMagistris
	 	 	Title: Executive Director




 


Signature Page to First Amendment to Amended and Restated
Term Loan Agreement


 






     


     


    

 





	 	SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED TERM LOAN AGREEMENT, AMONG DIVERSIFIED HEALTHCARE TRUST, EACH LENDER PARTY HERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT



 


	 	Name of Institution: First Horizon Bank,
	 	as a Lender
	 
	 	By:	 /s/ Jean M. Brennan
	 	 	Name: Jean M. Brennan
	 	 	Title: Senior Vice President




 


Signature Page to First Amendment to Amended and
Restated Term Loan Agreement


 






     


     


    

 


 


EXHIBIT A


 


Amended Credit Agreement


 


[To be attached]


 






     


     


    

 


Loan Number: 1015062


 


Execution
VersionEXECUTION VERSION


 


 


 


 


CONFORMED
COPY OF AMENDED AND RESTATED TERM LOAN AGREEMENT


 


Dated as of August 1, 2017


 


conformed
through


 


FIRST
AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT


 


Dated
as of June 30, 2020


 


by and among


 


DIVERSIFIED
HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST),


		as Borrower,






 


The
financial institutions party hereto


 


and
their assignees under Section 12.5.,


	 	as Lenders,






 


and


 


WELLS
FARGO Bank, National Association,


	 	as Administrative Agent






_________________________________________________


 


WELLS FARGO SECURITIES, LLC, and


 


PNC CAPITAL MARKETS LLC


 





		as Joint Lead Arrangers



	 	and



		Joint Lead Bookrunners,



  


PNC BANK, NATIONAL ASSOCIATION,





	 	as Syndication
Agent





 


and


 


MIZUHO BANK (USA)


 


	 	as Documentation Agent






 






    


     


    

 


TABLE OF CONTENTS


 


	Article I. Definitions	1
	 	 
	Section 1.1. Definitions.	1
	Section 1.2. General; References to Eastern Time.	2628
	Section 1.3. Rates.	29
	Section 1.4. Divisions.	29
	 	 
	Article II. Credit Facility	2629
	 	 
	Section 2.1. Loans.	2629
	Section 2.2. [Intentionally Omitted].	2730
	Section 2.3. [Intentionally Omitted].	2730
	Section 2.4. Rates and Payment of Interest on Loans.	2730
	Section 2.5. Number of Interest Periods.	2831
	Section 2.6. Repayment of Loans.	2831
	Section 2.7. Prepayments.	2831
	Section 2.8. Continuation.	2932
	Section 2.9. Conversion.	2932
	Section 2.10. Notes.	2932
	Section 2.11. [Intentionally Omitted].	3033
	Section 2.12. [Intentionally Omitted].	3033
	Section 2.13. [Intentionally Omitted].	3033
	Section 2.14. [Intentionally Omitted].	3033
	Section 2.15. Additional Loans.	3033
	Section 2.16. Funds Transfer Disbursements.	3134
	 	 
	Article III. Payments, Fees and Other General Provisions	3134
	 	 
	Section 3.1. Payments.	3134
	Section 3.2. Pro Rata Treatment.	3235
	Section 3.3. Sharing of Payments, Etc.	3235
	Section 3.4. Several Obligations.	3235
	Section 3.5. Fees.	3336
	Section 3.6. Computations.	3336
	Section 3.7. Usury.	3336
	Section 3.8. Statements of Account.	3336
	Section 3.9. Defaulting Lenders.	3436
	Section 3.10. Taxes.	3537
	 	 
	Article IV. Yield Protection, Etc.	3841
	 	 
	Section 4.1. Additional Costs; Capital Adequacy.	3841
	Section 4.2. Suspension of LIBOR Loans.	4042
	Section 4.3. Illegality.	4043
	Section 4.4. Compensation.	4043
	Section 4.5. Treatment of Affected Loans.	4144
	Section 4.6. Affected Lenders.	4244
	Section 4.7. Change of Lending Office.	4245
	Section 4.8. Assumptions Concerning Funding of LIBOR Loans.	4245
	 	 
	Article V. Conditions Precedent	4345
	 	 
	Section 5.1. Initial Conditions Precedent.	4345
	Section 5.2. Conditions Precedent to All Credit Events.	4447



 






    -i-


     


    

 


	Article VI. Representations and Warranties	4548
	 	 
	Section 6.1. Representations and Warranties.	4548
	Section 6.2. Survival of Representations and Warranties, Etc.	5154
	 	 
	Article VII. Affirmative Covenants	5154
	 	 
	Section 7.1. Preservation of Existence and Similar Matters.	5155
	Section 7.2. Compliance with Applicable Law and Material Contracts; Beneficial Ownership Regulation.	5255
	Section 7.3. Maintenance of Property.	5255
	Section 7.4. Conduct of Business.	5255
	Section 7.5. Insurance.	5255
	Section 7.6. Payment of Taxes and Claims.	5256
	Section 7.7. Books and Records; Inspections.	5356
	Section 7.8. Use of Proceeds.	5356
	Section 7.9. Environmental Matters.	5356
	Section 7.10. Further Assurances.	5357
	Section 7.11. REIT Status.	5457
	Section 7.12. Exchange Listing.	5457
	Section 7.13. Guarantors.	5457
	 	 
	Article VIII. Information	5558
	 	 
	Section 8.1. Quarterly Financial Statements.	5558
	Section 8.2. Year-End Statements.	5558
	Section 8.3. Compliance Certificate.	5659
	Section 8.4. Other Information.	5659
	Section 8.5. Electronic Delivery of Certain Information.	5861
	Section 8.6. Public/Private Information.	5862
	Section 8.7. USA Patriot Act Notice; Compliance.	5962
	Article IX. Negative Covenants	5962
	Section 9.1. Financial Covenants.	5962
	Section 9.2. Negative Pledge.	6064
	Section 9.3. Restrictions on Intercompany Transfers.	6165
	Section 9.4. Merger, Consolidation, Sales of Assets and Other Arrangements.	6165
	Section 9.5. Plans.	6266
	Section 9.6. Fiscal Year.	6266
	Section 9.7. Modifications of Organizational Documents, Business Management Agreement and Property Management Agreement and Other Material Contracts.	6266
	Section 9.8. Transactions with Affiliates.	6267
	Section 9.9. Environmental Matters.	6367
	Section 9.10. Derivatives Contracts.	6367
	Section 9.11. Use of Proceeds.	67
	Section 9.12. Amendment Period.	68
	 	 
	Article X. Default	6369
	 	 
	Section 10.1. Events of Default.	6369
	Section 10.2. Remedies Upon Event of Default.	6672
	Section 10.3. [Intentionally Omitted].	6873
	Section 10.4. Marshaling; Payments Set Aside.	6873



 






    -ii-


     


    

 


	Section 10.5. Allocation of Proceeds.	6874
	Section 10.6. [Intentionally Omitted].	6874
	Section 10.7. Performance by Administrative Agent.	6874
	Section 10.8. Rights Cumulative.	6974
	 	 
	Article XI. The Administrative Agent	6975
	 	 
	Section 11.1. Appointment and Authorization.	6975
	Section 11.2. Administrative Agent as Lender.	7076
	Section 11.3. Approvals of Lenders.	7176
	Section 11.4. Notice of Events of Default.	7177
	Section 11.5. Administrative Agent’s Reliance.	7177
	Section 11.6. Indemnification of Administrative Agent.	7278
	Section 11.7. Lender Credit Decision, Etc.	7378
	Section 11.8. Successor Administrative Agent.	7379
	Section 11.9. Titled Agents.	7480
	 	 
	Article XII. Miscellaneous	7480
	 	 
	Section 12.1. Notices.	7480
	Section 12.2. Expenses.	7681
	Section 12.3. Setoff.	7682
	Section 12.4. Litigation; Jurisdiction; Other Matters; Waivers.	7782
	Section 12.5. Successors and Assigns.	7884
	Section 12.6. Amendments and Waivers.	8187
	Section 12.7. Nonliability of Administrative Agent and Lenders.	8389
	Section 12.8. Confidentiality.	8389
	Section 12.9. Indemnification.	8490
	Section 12.10. Termination; Survival.	8692
	Section 12.11. Severability of Provisions.	8692
	Section 12.12. GOVERNING LAW.	8692
	Section 12.13. Counterparts.	8692
	Section 12.14. Obligations with Respect to Loan Parties.	8793
	Section 12.15. Independence of Covenants.	8793
	Section 12.16. Limitation of Liability.	8793
	Section 12.17. Entire Agreement.	8793
	Section 12.18. Construction.	8793
	Section 12.19. Headings.	8893
	Section 12.20. LIABILITY OF TRUSTEES, ETC.	8894
	Section 12.21. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions.	8894
	Section 12.22. Effect on Existing Term Loan Agreement.	8994
	Section 12.23. Acknowledgement Regarding Any Supported QFCs.	95



 


	SCHEDULE I	Loans
	SCHEDULE 1.1.	Loan Parties
	SCHEDULE 6.1.(i)	Litigation
	SCHEDULE 6.1.(s)	Affiliate Transactions
	 	 
	EXHIBIT A	Form of Assignment and Assumption Agreement
	EXHIBIT B	Form of Guaranty



 






    -iii-


     


    

 


	EXHIBIT C	Form of Notice of Borrowing
	EXHIBIT D	Form of Notice of Continuation
	EXHIBIT E	Form of Notice of Conversion
	EXHIBIT F	Form of Note
	EXHIBIT G	Form of Disbursement Instruction Agreement
	EXHIBIT H	Form of Compliance Certificate
	EXHIBIT I	Forms of U.S. Tax Compliance Certificates


 






    -iv-


     


    

 


THIS AMENDED AND RESTATED
TERM LOAN AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among DIVERSIFIED
HEALTHCARE TRUST (f/k/a SENIOR HOUSING PROPERTIES TRUST),
a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of the financial
institutions initially a signatory hereto together with their successors and assignees under Section 12.5.
(the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
(the “Administrative Agent”), with each of WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers
and Joint Bookrunners (each a “Lead Arranger”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication
Agent”) and MIZUHO BANK (USA), as Documentation Agent (the “Documentation Agent”).


 


WHEREAS, the Borrower,
certain of the Lenders and other financial institutions, the Administrative Agent and the other parties thereto previously entered
into that certain Term Loan Agreement dated as of September 28, 2015 (as amended and in effect immediately prior to the date
hereof, the “Existing Term Loan Agreement”) pursuant to which the Administrative Agent, Wells Fargo and certain of
the Lenders made available to the Borrower term loans in an aggregate initial amount of $200,000,000, on the terms and conditions
contained therein; and


 


WHEREAS, the Borrower,
the Administrative Agent and the Lenders desire to amend and restate the terms of the Existing Term Loan Agreement on the terms
and conditions contained herein.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree that the Existing CreditTerm
Loan Agreement is amended and restated in its entirety as follows:


 


ARTICLE I.
Definitions


 


Section 1.1. Definitions.


 


In addition to terms
defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:


 


“Accession
Agreement” means an Accession Agreement substantially in the form of Annex I to the Guaranty.


 


“Acquired
Encumbered Properties” means the Properties subject, as of the Agreement Date, to the Liens created under Acquired Property
Lien Documents.


 


“Acquired
Property Lien Documents” means those documents relating to the Liens on the Acquired Encumbered Properties as described
on Item 1.1.(b) of the Borrower Letter, each as amended, supplemented or otherwise modified from time to time (except that
amendments, supplements and modifications which (x) result in the Lien created by such lease or mortgage being spread to
Properties other than the Acquired Encumbered Properties or (y) change any non-recourse provisions of such lease or mortgage
applicable to lease or loan payments thereunder in a manner which is materially adverse to the lessee or mortgagor, must, in each
case, be approved by the Requisite Lenders).


 


“Additional
Costs” has the meaning given that term in Section 4.1.(b).


 


“Adjusted
EBITDA” means, with respect to any period of time, EBITDA of the Borrower and its Subsidiaries determined on a consolidated
basis for such period less Capital Expenditure Reserves for all Properties for such period.


 






    


     


    

 


“Administrative
Agent” means Wells Fargo Bank, National Association as contractual representative of the Lenders under this Agreement,
or any successor Administrative Agent appointed pursuant to Section 11.8.


 


“Administrative
Questionnaire” means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent
in a form supplied by the Administrative Agent to the Lenders from time to time.


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affected
Lender” has the meaning given that term in Section 4.6.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender
be deemed to be an Affiliate of the Borrower. For purposes of this Agreement, Five Star shall not be deemed to be an Affiliate
of the Borrower so long as each of the board of trustees of the Borrower and the board of directors of Five Star has at least one
independent trustee or independent director who does not serve as both a trustee of the Borrower and a director of Five Star. The
terms “independent director” and “independent trustee” have the meaning given the term “independent
director” under the listing requirements of the New York Stock Exchange.


 


“Agreement
Date” means the date as of which this Agreement is datedAugust 1,
2017.


 


“Amendment
Period” means the period beginning on the First Amendment Effective Date and ending on the Amendment Period Termination
Date.


 


“Amendment
Period Termination Date” means the earlier of (i) June 30, 2021 and (ii) such earlier date as elected
by the Borrower (the “Amendment Period Early Termination Date”), so long as each of the following conditions are satisfied
as of such date elected by the Borrower: (A) no Default or Event Default shall exist as of such Amendment Period Early Termination
Date and (B) the Borrower shall be in compliance with the covenants contained in Sections 9.1(a)(i), (b)(y), (d)(i), (e)(y),
(f) and (i) as of such Amendment Period Early Termination Date, in each case, based upon the three consecutive fiscal months
of the Borrower immediately preceding such Amendment Period Early Termination Date, annualized.


 


“Anti-Corruption
Laws” means all Applicable Lawslaws,
rules, and regulations of any jurisdiction from time to time
concerning or relating to bribery, or
corruption or money laundering, including without
limitation, thethe United States Foreign
Corrupt Practices Act of 1977, as amended and
the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.


 


“Anti-Terrorism
Laws” has the meaning given that term in Section 6.1.(y).


 


“Anti-Money
Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances
or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial
record keeping, including any applicable provision of
the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy
Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).


 






     - 2 -


     


    

 


“Applicable
Law” means all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law. For purposes of Section 3.10., the term “Applicable
Law” includes FATCA.


 


“Applicable
Margin” means (a) at any time other than the times described
in the immediately following clause (b), the percentage rate set forth in the tableTable
I below corresponding to the level (each a “Level”) into
which the Borrower’s Credit Rating then falls, and (b) at any time during the Amendment Period, the percentage rate
set forth in Table II below corresponding to the Level into which the Borrower’s Credit Rating then falls. As
of the Agreement Date, the Applicable Margin is determined based on Level 4 of
Table I. Any change in the Borrower’s Credit Rating which would cause it to move to a different Level shall be
effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written
notice delivered by the Borrower in accordance with Section 8.4.(m) that the Borrower’s
Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the
Administrative Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent may, in its
sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative
Agent becomes aware that the Borrower’s Credit Rating has changed. During any period that the Borrower has received two Credit
Ratings that are not equivalent, then (x) the Applicable Margin shall be determined based on the Level corresponding to the
higher of such two Credit Ratings if the higher of such two Credit Ratings is not more than one Level higher than the lower of
such two Credit Ratings and (y) the Applicable Margin shall be determined based on the Level corresponding to the Level immediately
below the higher of such two Credit Ratings if the higher of such two Credit Ratings is more than one Level higher than the lower
of such two Credit Ratings. During any period for which the Borrower has received a Credit Rating from only one Rating Agency,
then the Applicable Margin shall be determined based on such Credit Rating. During any period that the Borrower has not received
a Credit Rating from any Rating Agency, the Applicable Margin shall be determined based on Level 5 of
the applicable table. The provisions of this definition shall be subject to Section 2.4.(c).


 


Table
I – Non-Amendment Period


 


	
         

        Level
	Borrower’s Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans	Applicable Margin for Base Rate Loans
	1	A-/A3 (or equivalent) or better	0.90%	0.00%
	2	BBB+/Baa1	0.95%	0.00%
	3	BBB/Baa2	1.10%	0.10%
	4	BBB-/Baa3	1.35%	0.35%
	5	Lower than BBB-/Baa3 (or equivalent) or unrated	1.75%	0.75%


 






     - 3 -


     


    

 


Table
II – Amendment Period


 


	
         

        Level
	Borrower’s Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans	Applicable Margin for Base Rate Loans
	1	A-/A3 (or equivalent) or better	1.40%	0.40%
	2	BBB+/Baa1	1.45%	0.45%
	3	BBB/Baa2	1.60%	0.60%
	4	BBB-/Baa3	1.85%	0.85%
	5	Lower than BBB-/Baa3 (or equivalent) or unrated	2.25%	1.25%


 


 


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


 


“Asset Under
Development” means, as of any date of determination, any Property owned by the Borrower or any of its Subsidiaries on
which the construction of new income-producing improvements has been commenced and is continuing, with both the land and the improvements
under construction thereon which comprise such Property to be valued as set forth in the definition of “Total Asset Value”.
In the event of construction of an addition or expansion to an existing income producing Property, only the addition or expansion
shall be considered an Asset Under Development.


 


“Assignment
and Assumption” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 12.5.), and accepted by the Administrative
Agent, substantially in the form of Exhibit A or any other form approved by the Administrative Agent.


 


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


 


“Bail-In Legislation”
means, (a) with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law, regulation, rule or
requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
and (b) with respect to the United Kingdom, Part I
of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in
the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or
their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy
Code” means the Bankruptcy Code of 1978, as amended.


 






     - 4 -


     


    

 


 


“Base Rate”
means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market
Index Rate plus 1.0%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in
the Prime Rate, the Federal Funds Rate or the LIBOR Market Index Rate (provided that clause (c) shall not be applicable during
any period in which LIBOR is unavailable or unascertainable).


 


“Base Rate
Loan” means a Loan, or any portion thereof, bearing interest at a rate based on the Base Rate.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required
by the Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation” means 31 CFR § 1010.230.


 


“Benefit Arrangement”
means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted
assigns.


 


“Borrower
Information” has the meaning given that term in Section 2.4.(c).


 


“Borrower
Letter” means that certain letter dated as of even date herewith from the Borrower to the Administrative Agent and the
Lenders.


 


“Business
Day” means (a) for all purposes other than as set forth in clause (b) below, any day (other than a Saturday,
Sunday or legal holiday) on which banks in New York, New York, are open for the conduct of their commercial banking business, and
(b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR
Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described
in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market. Unless
specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.


 


“Business
Management Agreement” means that certain Second Amended and Restated Business Management Agreement dated as of June 5,
2015 by and between the Borrower and RMR.


 


“Capital Expenditure
Reserves” means, with respect to a Property and for a given period, an amount equal to (a)(i) $300 per annum per
bed, for a skilled nursing facility, or per unit for any other Senior Housing Asset, on which the applicable lease does not require
the Lessee to pay for all capital expenditures or (ii) an amount equal to $0.40 per square foot per annum for any other Property
on which the applicable lease does not require the Lessee to pay for all capital expenditures, times (b) the number
of days in such period, divided by (c) 365.


 


“Capitalization
Rate” means (a) 7.00% for Senior Housing Assets and (b) 6.50% for all other Properties.


 


“Capitalized
Lease Obligation” means obligations under a lease (to pay rent or other amounts under any lease or other arrangement
conveying the right to use) that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount
of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance
sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.


 






     - 5 -


     


    

 


“Cash Equivalents”
means: (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities
of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from
the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial
bank organized under the laws of any other country which is a member of the Organisation for Economic Cooperation and Development,
or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus
in excess of $500,000,000 and which bank or its holding company has a short-term commercial paper rating of at least A-2 or the
equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of
not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered
into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued
by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A-2 or the equivalent
thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one
year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940,
as amended, which have net assets of at least $500,000,000 and at least 85% of whose assets consist of securities and other obligations
of the type described in clauses (a) through (d) above.


 


“Compliance
Certificate” has the meaning given that term in Section 8.3.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Construction
Budget” means the fully-budgeted costs for the acquisition and construction of a given piece of real property (including
without limitation, the cost of acquiring such piece of real property (except to the extent any portion thereof is Unimproved Land),
reserves for construction interest and operating deficits, tenant improvements, leasing commissions, and infrastructure costs),
as reasonably determined by the Borrower in good faith. Real property under construction to be (but not yet) acquired by the Borrower
or a Subsidiary upon completion of construction pursuant to a contract in which the seller of such real property is required to
complete construction prior to, and as a condition precedent to, such acquisition, shall be subject to this definition.


 


“Continue”,
 “Continuation” and “Continued” each refers to the continuation of a LIBOR Loan from one Interest
Period to another Interest Period pursuant to Section 2.8.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Convert”,
 “Conversion” and “Converted” each refers to the conversion of a Loan of one Type into a Loan
of another Type pursuant to Section 2.9.


 


“Covered
Party” has the meaning given that term in Section 12.23.


 


“Credit Event”
means any of the following: (a) the making of any Loan and (b) the Conversion of a Base Rate Loan into a LIBOR Loan.


 


“Credit Percentage”
means, as to each Lender, the ratio, expressed as a percentage, of (a) the unpaid principal amount of such Lender’s
Loan to (b) the aggregate unpaid principal amount of all Loans.


 






     - 6 -


     


    

  


“Credit Rating”
means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.


 


“Debt Service”
means, for any period, the sum of: (a) Interest Expense of the Borrower and its Subsidiaries determined on a consolidated
basis for such period and (b) all regularly scheduled principal payments made with respect to Indebtedness of the Borrower
and its Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness
in full.


 


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


 


“Default”
means any of the events specified in Section 10.1., whether or not there has been satisfied
any requirement for the giving of notice, the lapse of time, or both.


 


“Defaulting
Lender” means, subject to Section 3.9.(d), any Lender that (a) has failed
to (i) fund all or any portion of a Loan to be made by it within 2 Business Days of the date such Loan was required to be
funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result
of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together
with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder within 2 Business Days of the date
when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its
funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to
such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination
that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified
in such writing or public statement) cannot be satisfied), or (c) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority
acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or
agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any
one or more of clauses (a) through (c) above shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 3.9.(d)) upon delivery of written
notice of such determination to the Borrower and each Lender.


 


“Derivatives
Contract” means (a) any transaction (including any master agreement, confirmation or other agreement with respect
to any such transaction) now existing or hereafter entered into by the Borrower or any of its Subsidiaries (i) which is a
rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index
swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction,
collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction,
credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction,
reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward
purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of
these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above
that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions
incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates,
currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices
or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any
combination of these transactions.


 






     - 7 -


     


    

 


“Derivatives
Support Document” means (i) any credit support annex comprising part of (and as defined in) any Specified Derivatives
Contract, and (ii) any document or agreement pursuant to which cash, deposit accounts, securities accounts or similar financial
asset collateral are pledged to or made available for set-off by, a Specified Derivatives Provider, including any banker’s
lien or similar right, securing or supporting Specified Derivatives Obligation.


 


“Derivatives
Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of
any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives
Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for
any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value
for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized
dealer in Derivatives Contracts (which may include the Administrative Agent, any Lender, any Specified Derivatives Provider or
any Affiliate of any thereof).


 


“Disbursement
Instruction Agreement” means an agreement substantially in the form of Exhibit G to be executed and delivered by
the Borrower pursuant to Section 5.1.(a), as the same may be amended, restated or modified
from time to time with the prior written approval of the Administrative Agent.


 


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


 


“EBITDA”
means, with respect to a Person for a given period and without duplication, the sum of: (a) net income (or loss) of such Person
for such period determined on a consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent
included in the determination of such net income (loss) for such period): (i) depreciation and amortization; (ii) interest
expense; (iii) income tax expense; (iv) extraordinary or nonrecurring items, including without limitation, extraordinary
or non-recurring gains and losses; (v) in the case of the Borrower and its Subsidiaries, funds received by the Borrower or
a Subsidiary as rent but which are reserved for capital expenses; and (vi) in the case of Borrower and its Subsidiaries, equity
in the earnings (or loss) of Unconsolidated Affiliates and,
RMR Inc. and Five Star (but only,
in the case of each of RMR Inc. and
Five Star, if RMR Inc.such
entity would be an Unconsolidated Affiliate but for the last sentence of the definition of that term); plus (b) in
the case of the Borrower and its Subsidiaries cash dividends (other than extraordinary cash dividends or distributions) received
by the Borrower or its Subsidiaries from RMR Inc. or Five Star
during such period; plus (c) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. Straight
line rent leveling adjustments and deferred percentage rent adjustments required under GAAP, and amortization of intangibles pursuant
to FASB ASC 805 and the like, shall be disregarded in determinations of EBITDA (to the extent such adjustments would otherwise
have been included in the determination of EBITDA). For purposes of this definition, nonrecurring items shall be deemed to include
(x) gains and losses on early extinguishment of Indebtedness, (y) non-cash severance and other non-cash restructuring
charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP.


 






     - 8 -


     


    

 


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


 


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


 


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


 


“Effective
Date” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set
forth in Section 5.1. shall have been fulfilled or waived by all of the Lenders.


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other
Person (subject to such consents, if any, as may be required under Section 12.5.(b)(iii)).


 


“Environmental
Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal
or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.;
Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
 § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection
Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or
Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials
or protection of the environment.


 


“Equity Interest”
means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant,
option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership
or profit interests in) such Person whether or not certificated, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other
acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as in effect from time to time.


 






     - 9 -


     


    

 


“ERISA Event”
means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with
respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the
ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect to the withdrawal or partial withdrawal
from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any liability under Title IV of ERISA
with respect to the termination of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan
or Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due required contributions
to a Multiemployer Plan or Plan unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of
the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard;
(g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or the imposition of liability
under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt
by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA),
in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of
Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i)  the imposition of any liability under Title IV
of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group
or the imposition of any Lien in favor of the PBGC under Title IV of ERISA with
respect to any Plan or Multiemployer Plan; or (j) a determination that a Plan is, or is reasonably expected to
be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of
ERISA).


 


“ERISA Group”
means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control, which, together with the Borrower or any Subsidiary, are treated as a single employer
under, as applicable, Section 414(b),
(c), (m) and (o) of the Internal Revenue Code or
Section 4001(a)(14) or 4001(b)(1) of ERISA.


 


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


 


“Event of
Default” means any of the events specified in Section 10.1., provided that any
requirement for notice or lapse of time or any other condition has been satisfied.


 


“Excluded
Subsidiary” means any Subsidiary (a) holding title to or beneficially owning assets which are or are intended to
become collateral for any Secured Indebtedness of such Subsidiary, or being a beneficial owner of a Subsidiary holding title to
or beneficially owning such assets (but having no material assets other than such beneficial ownership interests or the equity
interests of a Subsidiary having no material assets other than such beneficial ownership interests) and (b) which (i) is,
or is expected to be, prohibited from Guarantying the Indebtedness of any other Person pursuant to any document, instrument or
agreement evidencing such Secured Indebtedness or (ii) is prohibited from Guarantying the Indebtedness of any other Person
pursuant to a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s
organizational documents as a condition or anticipated condition to the extension of such Secured Indebtedness. In addition, (A) CCC
of Kentucky Trust shall be deemed to be an Excluded Subsidiary so long as any Indebtedness secured by the Acquired Property Lien
Documents described in Part I or Part II of Item 1.1.(b) of the Borrower Letter remains outstanding, and
(B) each SE Subsidiary shall be deemed to be an Excluded Subsidiary so long as any Property
owned by such SE Subsidiary remains subject to a Lien arising in connection with any Acquired Property Lien Document described
in Part III of Item 1.1.(b) of the Borrower Letter, and (C) SNH NS Mtg Properties 2 Trust shall
be deemed to be an Excluded Subsidiary so long as the Property owned by such Subsidiary remains subject to a Lien arising in connection
with any Acquired Property Lien Document described in Part IV of Item 1.1.(b) of the Borrower Letter.


 






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“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan
pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in such Loan (other than
pursuant to an assignment request by the Borrower under Section 4.6.) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 3.10.,
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a
party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 3.10.(gf)
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing
Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of August 1, 2017 by and among
the Borrower, the financial institutions party thereto as “Lenders”, Wells Fargo, as Administrative Agent, and the
other parties thereto.


 


“Fair Market
Value” means, (a) with respect to a security listed on a national securities exchange or the NASDAQ Global Market,
the price of such security as reported on such exchange or market by any widely recognized reporting method customarily relied
upon by financial institutions and (b) with respect to any other property, the price which could be negotiated in an arm’s-length
free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion
to complete the transaction.


 


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


 


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


 


“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such
day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.
If the Federal Funds Rate determined as provided above would be less than zerofifty
basis points (0.50%), the Federal Funds Rate shall be deemed to be zerofifty
basis points (0.50%).


 


“Fee Letter”
means that certain fee letter dated as of June 29, 2017, by and among the Borrower, Wells Fargo, Wells Fargo Securities, LLC,
PNC Bank, National Association, PNC Capital Markets LLC and the other parties thereto.


 






     - 11 -


     


    

 


“Fees”
means the fees and commissions provided for or referred to in Section 3.5. and any other
fees payable by the Borrower hereunder, under any other Loan Document or under the Fee Letter.


 


“First
Amendment” means that certain First Amendment to
Amended and Restated Term Loan Agreement, dated
as of June 30, 2020, among the Borrower, the Lenders party thereto and the Administrative Agent.


 


“First
Amendment Effective Date” has the meaning assigned to such term in the First Amendment.


 


“Fitch”
means Fitch, Inc. and its successors.


 


“Five Star”
means Five Star Senior Living Inc., a Maryland corporation, and its successors.


 


“Fixed Charges”
means, for any period, the sum (without duplication) of (a) Debt Service for such period and (b) Preferred Dividends
for such period.


 


“Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed
to constitute a single jurisdiction.


 


“Foreign Subsidiary”
means a Subsidiary not formed under the laws of the United States of America, any state thereof or the District of Columbia.


 


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


 


“Funds From
Operations” means, for any period, (a) net income of the Borrower for such period determined on a consolidated basis
exclusive of the following (to the extent included in the determination of such net income): (i) depreciation and amortization;
(ii) gains and losses from extraordinary or non-recurring items; (iii) gains and losses on sales of real estate; (iv) gains
and losses on investments in marketable securities; and (v) provisions/benefits for income taxes for such period; plus (b) the
Borrower’s share of Funds From Operations from Unconsolidated Affiliates. Straight line rent leveling adjustments and deferred
percentage rent adjustments required under GAAP, and amortization of intangibles pursuant to FASB ASC 805 and the like, shall be
disregarded in determinations of Funds From Operations (to the extent such adjustments otherwise would be included in the determination
of Funds From Operations).


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting
Standards Codification”) or in such other statements by such other entity as may be approved by a significant segment of
the accounting profession in the United States of America, which are applicable to the circumstances as of the date of determination.


 


“Governmental
Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with,
and reports to, all Governmental Authorities.


 






     - 12 -


     


    

 


“Governmental
Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof
or any other governmental, quasi-governmental, judicial, administrative, public or statutory instrumentality, authority, body,
agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit Insurance Corporation,
the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with
authority to bind a party at law.


 


“Ground Lease”
means a ground lease containing the following terms and conditions: (a) either (i) a remaining term (taking into account
extensions which may be effected by the lessee without the consent of the lessor) of no less than 30 years from the Agreement Date,
or (ii) the right of the lessee to purchase the property on terms reasonably acceptable to the Administrative Agent; (b) the
right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the
obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the
part of the lessee and that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete
foreclosures, and fails to do so; and (d) free transferability of the lessee’s interest under such lease, including
ability to sublease, subject to only reasonable consent provisions.


 


“Guarantor”
means any Person that is party to the Guaranty as a “Guarantor”.


 


“Guaranty”,
 “Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a
guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly,
in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and
whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages
in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations,
(ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose
of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event
of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss,
(iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment
of amounts drawn down by beneficiaries of letters of credit, or (v) the supplying of funds to or investing in a Person on
account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless,
in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also
mean the guaranty executed and delivered pursuant to Section 5.1. or 7.13.
and substantially in the form of Exhibit B.


 


“Hazardous
Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified
pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous
wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason
of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP”
toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids
or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production
of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials;
(d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid
containing levels of polychlorinated biphenyls in excess of fifty parts per million.


 






     - 13 -


     


    

 


“Indebtedness”
means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all
obligations of such Person in respect of money borrowed or for the deferred purchase price of property or services (excluding
trade debt incurred in the ordinary course of business); (b) all obligations of such Person, whether or not for money borrowed
(i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced
by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales
contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or
that are issued or assumed as full or partial payment for property or for services rendered; (c) Capitalized Lease Obligations
of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect of any letters
of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations;
(f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily
Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase
obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such
obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable
Stock)); (h) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (excluding
guarantees required under Applicable Laws, or by any Governmental Authority, as a condition to ownership of Senior Housing Assets);
(i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien (other than Permitted Liens of the types described in clauses (a) through (c) or
(e) through (j) of the definition thereof) on property or assets owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness or other payment obligation, valued, in the case of any such Indebtedness
as to which recourse for the payment thereof is expressly limited to the property or assets on which such Lien is granted, at
the lesser of (x) the stated or determinable amount of the Indebtedness that is so secured or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) and (y) the
Fair Market Value of such property or assets; and (j) such Person’s Ownership Share of the Indebtedness of any Unconsolidated
Affiliate of such Person.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described
in the immediately preceding clause (a), Other Taxes.


 


“Intellectual
Property” has the meaning given that term in Section 6.1.(t).


 


“Interest
Expense” means, with respect to a Person for any period of time (a) the interest expense whether paid, accrued or
capitalized (without deduction of consolidated interest income) of such Person for such period plus (b) in the case of the
Borrower, the Borrower’s Ownership Share of Interest Expense of its Unconsolidated Affiliates. Interest Expense shall exclude
any amortization of (i) deferred financing fees and (ii) debt discounts (but only to the extent such discounts do not
exceed 3.0% of the initial face principal amount of such debt).


 


“Interest
Period” means, with respect to each LIBOR Loan, each period commencing on the date such LIBOR Loan is made, or in the
case of the Continuation of a LIBOR Loan the last day of the preceding Interest Period for such Loan, and ending 7 days thereafter
or on the numerically corresponding day in the first, third or sixth calendar month thereafter, as the Borrower may select in the
Notice of Borrowing, a Notice of Continuation or a Notice of Conversion, as the case may be, except that each Interest Period (other
than an Interest Period having a duration of 7 days) that commences on the last Business Day of a calendar month (or on any day
for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business
Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) if any Interest Period would otherwise
end after the Termination Date, such Interest Period shall end on the Termination Date; and (ii) each Interest Period that
would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately
following Business Day falls in the next calendar month, on the immediately preceding Business Day).


 






     - 14 -


     


    

 


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


 


“Investment”
means, (x) with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person,
by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a
loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition
of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the
business or a division or operating unit of another Person and (y) with respect to any Property or other asset, the acquisition
thereof. Any commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment
in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance
with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such Investment.


 


“Lead Arrangers”
has the meaning given that term in the introductory paragraph hereof.


 


“Lease”
means a (sub)lease of a Property, between the Borrower or a Subsidiary, as Lessor, and a Lessee.


 


“Lender”
means each financial institution from time to time party hereto as a “Lender,” together with its respective successors
and permitted assigns. Except as expressly provided herein, the term “Lender” shall exclude any Lender (and its Affiliates)
in its capacity as a Specified Derivatives Provider.


 


“Lending Office”
means, for each Lender and for each Type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire
or in the applicable Assignment and Assumption, or such other office of such Lender as such Lender may notify the Administrative
Agent in writing from time to time.


 


“Lessee”
means the (sub)lessee of a Property pursuant to a Lease, provided that (without the Administrative Agent’s approval) no such
(sub)lessee shall be an Affiliate of the Borrower (including, without limitation, RMR, or any Managing Trustee, but, subject to
compliance with Section 9.8., excluding (x) Five Star and any of its Subsidiaries at
any time Five Star or any such Subsidiary is an Affiliate and (y) any TRS), except during an interim period for Properties
which are foreclosed upon or repossessed upon lease terminations or otherwise by or on behalf of the Borrower or a Subsidiary.


 


“Level”
has the meaning given that term in the definition of the term “Applicable Margin.”


 


“LIBOR”
means, with respect to any LIBOR Loan for any Interest Period, the rate of interest obtained by dividing (i) the rate of interest
per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which
appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of the applicable Interest Period by (ii) a percentage equal to 1 minus
the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding
(currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the
Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest
rate on LIBOR Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an
office of any Lender outside of the United States of America). If, for any reason, the rate referred to in the preceding clause (i) does
not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the rate to be used for such clause (i) shall
be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would
be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Any
change in the maximum rate or reserves described in the preceding clause (ii) shall result in a change in LIBOR on the
date on which such change in such maximum rate becomes effective. If LIBOR determined as provided above would be less than zerofifty
basis points (0.50%), LIBOR shall be deemed to be zerofifty
basis points (0.50%).


 






     - 15 -


     


    

 


“LIBOR Loan”
means a Loan (other than a Base Rate Loan), or any portion thereof, bearing interest at a rate based on LIBOR.


 


“LIBOR
Market Index Rate” means, for any day, LIBOR as of that day that would be applicable for a LIBOR Loan having a
one-month Interest Period determined at approximately 11:00 a.m. Eastern time for such day (rather than 11:00
a.m. (London time) two Business Days prior to the first day of such Interest Period as otherwise provided in the
definition of “LIBOR”), or if such day is not a Business Day, the immediately preceding Business Day. The LIBOR
Market Index Rate shall be determined on a daily basis. If
the LIBOR Market Index Rate determined as provided above would be less
than fifty basis points (0.50%), then the LIBOR Market Index Rate shall be deemed to be fifty basis points
(0.50%).


 


“Lien”
as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed
of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease
Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect
of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under
which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to
the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors
of such Person; (c) the filing of any financing statement under the UCC or its equivalent in any jurisdiction, other than
any precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in
respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of
the UCC or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition
of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien;
and (d) any agreement by such Person to grant, give or otherwise convey any of the foregoing.


 


“Liquidity”
means, at any time, the sum of (a) the aggregate Commitments of all “Lenders” under and as defined in the Existing
Credit Agreement as of such date minus the outstanding principal balance of all Revolving Loans, Swingline Loans and Letter of
Credit Liabilities (as such terms are defined in the Existing Credit Agreement), plus (b) unrestricted and unencumbered cash,
in Dollars, solely owned by the Borrower and held in the United States.


 


“Loan”
means a loan made by a Lender to the Borrower pursuant to Section 2.1. (a)(i) of the
Existing Term Loan Agreement or Section 2.15.


 






     - 16 -


     


    

 


“Loan Document”
means this Agreement, each Note, the Borrower Letter, the Guaranty and each other document or instrument now or hereafter executed
and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement (other than the Fee Letter and any
Specified Derivatives Contract). 


 


“Loan Party”
means each of the Borrower and each other Person who guarantees all or a portion of the Obligations and/or who pledges any collateral
to secure all or a portion of the Obligations. Schedule 1.1. sets forth the Loan Parties
in addition to the Borrower as of the Agreement Date.


 


“Managed Property”
means a Property acquired by the Borrower or a Subsidiary as a result of, or in connection with, a foreclosure or repossession
(or consensual arrangement in lieu thereof).


 


“Managing
Trustee” means either Mr. Barry M. Portnoy or Mr. Adam D.
Portnoy or Jennifer B. Clark, both having a business address
c/o RMR, or any duly appointed successor thereto.


 


“Mandatorily
Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity
Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the
happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests
at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness
or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or part (other than an
Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests); in each case,
on or prior to the date on which all Loans are scheduled to be due and payable in fullthat
is ninety-one (91) days following the Termination Date.


 


“Marketable
Securities” means (a) bank deposits and certificates of deposit from a bank rated Baa1 or BBB+ or better by a Rating
Agency; (b) government obligations; and (c) commercial paper rated A1 or P1 by a Rating Agency.


 


“Material
Acquisition” means any acquisition (whether by direct purchase, merger or otherwise and whether in one or more related
transactions) by the Borrower or any Subsidiary in which the purchase price of the assets acquired exceed 5% of the consolidated
total assets of the Borrower and its Subsidiaries determined under GAAP as of the last day of the most recently ending fiscal quarter
of the Borrower for which financial statements are publicly available.


 


“Material
Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, condition (financial
or otherwise), or results of operations of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower
or any other Loan Party to perform its obligations under any Loan Document to which it is a party, (c) the validity or enforceability
of any of the Loan Documents, (d) the rights and remedies of the Lenders and the Administrative Agent under any of the Loan
Documents or (e) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith.


 


“Material
Contract” means any contract or other arrangement (other than Loan Documents and Specified Derivatives Contracts), whether
written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect, and in any
event shall include the Business Management Agreement and Property Management Agreement.


 






     - 17 -


     


    

 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Mortgage”
means a mortgage, deed of trust, deed to secure debt or similar security instrument made by a Person owning an interest in real
estate granting a Lien on such interest in real estate as security for the payment of Indebtedness.


 


“Mortgage
Receivable” means a promissory note secured by a Mortgage of which the Borrower or a Subsidiary is the holder and retains
the rights of collection of all payments thereunder.


 


“Multiemployer
Plan” means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding six plan years
made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such six-year
period.


 


“Negative
Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan
Document, a Specified Derivatives Contract or a lease or related agreement between a TRS, as tenant, and the Borrower or another
Subsidiary, as landlord) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security
for Indebtedness of the Person owning such asset or any other Person; provided, however, that an agreement that conditions a Person’s
ability to encumber its assets upon the maintenance of one or more specified ratios that limit a Person’s ability to encumber
its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute
a Negative Pledge.


 


“Net Operating
Income” or “NOI” means, with respect to a Property, Adjusted EBITDA attributable to such Property.
In no event shall Net Operating Income for any Property be less than $0.


 


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


 


“Non-Domestic
Property” means a Property located outside a state, territory or commonwealth of the United States of America (including
without limitation Puerto Rico and the U.S. Virgin Islands) or the District of Columbia.


 


“Nonrecourse
Indebtedness” means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for
payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive
involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets
of such Person encumbered by a Lien securing such Indebtedness.


 


“Note”
means a promissory note of the Borrower substantially in the form of Exhibit F, payable to the order of a Lender in a principal
amount equal to the amount of such Lender’s Loan.


 


“Notice of
Borrowing” means a notice substantially in the form of Exhibit C (or such other form reasonably acceptable to the
Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent evidencing
the Borrower’s request for the borrowing of Loans.


 


“Notice of
Continuation” means a notice substantially in the form of Exhibit D (or such other form reasonably acceptable to
the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant
to Section 2.8. evidencing the Borrower’s request for the Continuation of a LIBOR Loan.


 






     - 18 -


     


    

 


“Notice of
Conversion” means a notice substantially in the form of Exhibit E (or such other form reasonably acceptable to the
Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant
to Section 2.9. evidencing the Borrower’s request for the Conversion of a Loan from
one Type to another Type.


 


“Obligations”
means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all
Loans and (b) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower and the other Loan Parties
owing to the Administrative Agent or any Lender of every kind, nature and description, under or in respect of this Agreement or
any of the other Loan Documents, including, without limitation, the Fees and indemnification obligations, whether direct or indirect,
absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any
promissory note. For the avoidance of doubt, “Obligations” shall not include Specified Derivatives Obligations.


 


“Off-Balance
Sheet Obligations” means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of
 “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents)
which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).


 


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


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Existing
Term Loan Agreement” means that certain Term Loan Agreement dated as of May 30, 2014 by and among the Borrower,
the financial institutions party thereto as “Lenders”, Wells Fargo, as Administrative Agent, and the other parties
thereto.


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 4.6.).


 


“Ownership
Share” means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated
Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed
as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) subject to compliance with Section 8.4.(r),
such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated
Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation,
articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary
or Unconsolidated Affiliate.


 






     - 19 -


     


    

 


 


“Participant”
has the meaning given that term in Section 12.5.(d).


 


“Participant
Register” has the meaning given that term in Section 12.5.(d).


 


“Patriot Act”
means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorismthe USA PATRIOT Act
of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any successor agency.


 


“Permitted
Capital Expenditures” has the meaning given that
term in Section 9.12(b).


 


“Permitted
Liens” means, as to any Person: (a) Liens securing (x) taxes,
assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the
provisions of ERISA) or (y) the claims of materialmen,
mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business,
in each case, (i) which are not at the time required to be paid or discharged under Section 7.6.,
or (ii) if such Lien is the responsibility of a financially responsible tenant, mortgagor or manager to discharge, or (iii) in
the case of a Senior Housing Asset or Senior Housing Asset Pool, when considered in the aggregate with all other Liens on such
Senior Housing Asset (or Senior Housing Asset Pool), which Lien does not materially detract from (A) if the Senior Housing
Asset subject to such Lien is part of a Senior Housing Asset Pool, the value of such Senior Housing Asset Pool, or (B) if
the Senior Housing Asset subject to such Lien is not part of a Senior Housing Asset Pool, the value of such Senior Housing Asset;
(b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment
of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) Liens consisting
of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property,
which do not materially detract from the value of such property or impair the use thereof in the business of such Person and, in
the case of the Borrower or any Subsidiary, Liens granted by any tenant on its leasehold estate in a Property which are subordinate
to the interest of the Borrower or a Subsidiary in such Property; (d) Liens in existence as of the Agreement Date and set
forth in Part II of Item 6.1.(f) of the Borrower Letter; (e) deposits to secure trade contracts (other than for
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business; (f) the lessor’s interest in property leased to the Borrower or any of its Subsidiaries
pursuant to a lease permitted by this Agreement; (g) the interests of tenants, operators or managers of Properties; (h) Liens
on any assets of a TRS in favor of the Borrower or any other Subsidiary; (i) Liens in favor of the Administrative Agent for
the benefit of the Lenders and the Specified Derivatives Providers pursuant
to the Loan Documents; (j) Liens required under Applicable Law, or by any Governmental Authority, as a condition
to ownership or operation of Senior Housing Assets; (k) Liens which are also secured by restricted cash or Cash Equivalents
of equal or greater value; (l) Liens securing judgments not constituting an Event of Default under Section 10.1.(h);
(m) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection,
(ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business,
and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms
and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the
banking industry; (n) Liens (i) on earnest money deposits in connection with purchases and sales of properties, (ii) on
cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to this Agreement, or (iii) consisting
of an agreement to dispose of any property; (o) Liens in favor of the Borrower or any of its Subsidiaries; and (p) Liens
arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any of its
Subsidiaries in the ordinary course of business.


 






     - 20 -


     


    

 


“Permitted
Restricted Payments” has the meaning given that term in Section 9.12(c). 


 


“Person”
means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company,
limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other
organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.


 


“Plan”
means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed
to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding
six years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.


 


“Post-Default
Rate” means, in respect of any principal of any Loan or any other Obligation, a rate per annum equal to the Base Rate
as in effect from time to time plus the Applicable Margin for Base Rate Loans plus two percent (2.0%).


 


“Preferred
Dividends” means, for any given period and without duplication, all Restricted Payments accrued or paid (and in the case
of Restricted Payments paid, which were not accrued during a prior period) during such period on Preferred Stock issued by the
Borrower or a Subsidiary. Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Equity
Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests; (b) paid or payable
to the Borrower or a Subsidiary; or (c) constituting or resulting in the redemption of Preferred Stock, other than scheduled
redemptions not constituting balloon, bullet or similar redemptions in full.


 


“Preferred
Stock” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority
over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation
or both.


 


“Prime Rate”
means, at any time, the rate of interest per annum publicly announced from time to time by the Lender acting as the Administrative
Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change
in such prime rate occurs. The rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and
shall not necessarily be its lowest or best rate charged to its customers or other banks.


 


“Principal
Office” means the office of the Administrative Agent located at 608 Second Ave. South, 11th Floor, Minneapolis,
Minnesota 55402, or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written
notice to the Borrower and the Lenders.


 


“Property”
means any parcel of real property and related personal property, either owned in fee simple or leased pursuant to a ground lease
by the Borrower, any Subsidiary or any Unconsolidated Affiliate. With respect to a mortgage note or other promissory note secured
by real property, the term Property means each parcel of real property, and related personal property, securing such mortgage note
or other promissory note.


 






     - 21 -


     


    

 


“Property
Management Agreement” means that certain Second Amended and Restated Property Management Agreement dated as of June 5,
2015, as amended to date, by and between RMR and the Borrower, on behalf of itself and its Subsidiaries.


 


“QFC
Credit Support” has the meaning given that term in Section 12.23.


 


“Qualified
Plan” means a Benefit Arrangement that is intended to be tax-qualified under Section 401(a) of the Internal
Revenue Code. 


 


“Rating Agency”
means S&P, Moody’s or any other nationally recognized securities rating agency selected by the Borrower and approved
of by the Administrative Agent in writing.


 


“Recipient”
means the Administrative Agent and any Lender, as applicable.


 


“Register”
has the meaning given that term in Section 12.5.(c).


 


“Regulatory
Change” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including
without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such
date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable
Law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental
Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any
request or directive regarding capital adequacy or liquidity. Notwithstanding anything herein to the contrary, (a) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date
enacted, adopted, implemented or issued.


 


“REIT”
means a Person qualifying for treatment as a “real estate investment trust” under the Internal Revenue Code.


 


“RMR”
means The RMR Group LLC, together with its successors and permitted assigns.


 


“RMR Inc.”
means The RMR Group Inc., a Maryland corporation, together with its successors and permitted assigns.


 


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


 


“Requisite
Lenders” means, as of any date, Lenders holding more than 50% of the principal amount of the aggregate outstanding Loans;
provided, that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded
and excluded, and (ii) at all times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the
term “Requisite Lenders” shall in no event mean less than two Lenders.


 






     - 22 -


     


    

 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial
Institution, a UK Resolution Authority.


 


“Responsible
Officer” means (a) with respect to the Borrower, the Borrower’s President or Treasurer or any Managing Trustee
of the Borrower and (b) with respect to any other Loan Party, such Loan Party’s chief executive officer or chief financial
officer.


 


“Restricted
Payment” means (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of
the Borrower or any of its Subsidiaries now or hereafter outstanding, except a dividend or distribution payable solely in shares
of that class of Equity Interests to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking
fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any Equity Interest of the
Borrower or any of its Subsidiaries now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Borrower or any of its Subsidiaries
now or hereafter outstanding.


 


“Sanctioned
Country” means, at any time, a country, region
or territory which is, itself
(or whose government is,)
the subject or target of any Sanctions (including, as of the Effective
Date, Cuba, Iran, North Korea, Syria and Crimea).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by any Governmental Authority of the United States of America, including without limitation, OFAC
orOFAC (including OFAC’s Specially Designated
Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, or
by the United Nations Security Council, the European Union or,
any other Governmental AuthorityEuropean
member state, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person located,
operating, organized or resident in a Sanctioned Country, (c) an agency,
political subdivision or instrumentality of the government of aany
Person owned or controlled by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons
described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership
of such legal entity by Sanctioned CountyPerson(s) or
(d) any Person Controlled by any Person or agency described in any of the preceding clauses
(a) through (c)otherwise a target of Sanctions,
including vessels and aircraft, that are designated under any Sanctions program.


 


“Sanctions”
means any and all economic or financial sanctions or,
sectoral sanctions, secondary sanctions, trade embargoes and
restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced by
any Governmental Authority of the United States of America, including without limitation,from
time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State),
or by the United Nations Security Council, the European Union or
any other Governmental Authority., any European member
state, Her Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction (a) in which the Borrower or
any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Loans will
be used, or (c) from which repayment of the Loans will be derived.


 


“SE
Subsidiaries” means, collectively, the entities set forth in Part III of Item 1.1.(b) of the Borrower Letter.


 


“Secured Indebtedness”
means, with respect to a Person as of any given date, the aggregate principal amount of all Indebtedness of such Person outstanding
on such date and that is secured in any manner by any Lien on any property and, in the case of the Borrower and its Subsidiaries,
shall include (without duplication) the Borrower’s Ownership Share of the Secured Indebtedness of its Unconsolidated Affiliates.


 






     - 23 -


     


    

 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued
thereunder.


 


“Senior Housing
Asset” means any Property on which the improvements consist only of one or more of the following: (a) senior residences,
(b) independent living facilities, (c) congregate communities, (d) assisted living facilities, (e) nursing
homes, (f) hospitals and (g) other Property primarily used for senior citizen residences or health care services, together
with other improvements incidental thereto.


 


“Senior Housing
Asset Pool” means any group of two or more Properties, substantially all of the value of which is attributable to Senior
Housing Assets, that are (a) leased to a Lessee pursuant to a single Lease, (b) leased pursuant to Leases that are cross-defaulted
(as to defaults by Lessee) and which the Borrower has designated in a notice to the Administrative Agent (which designation has
not been withdrawn by the Borrower) to be a Senior Housing Asset Pool, or (c) Managed Properties managed under one management
agreement (or multiple management agreements with the same or affiliated managers that are cross-defaulted) and which the Borrower
has designated in a notice to the Administrative Agent (which designation has not been withdrawn by the Borrower) to be a Senior
Housing Asset Pool.


 


“Solvent”
means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any
Indebtedness due from any Affiliate of such Person) are each in excess of the fair valuation of its total liabilities (including
all contingent liabilities computed at the amount which, in light of all facts and circumstances existing at such time, represents
the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is able to pay its
debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to
carry on its business and all business in which it proposes to be engaged.


 


“Specified
Derivatives Contract” means any Derivatives Contract, together with any Derivatives Support Document relating thereto,
that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer
or otherwise, between the Borrower or any Subsidiary of the Borrower and any Specified Derivatives Provider.


 


“Specified
Derivatives Obligations” means all indebtedness, liabilities, obligations, covenants and duties of the Borrower or its
Subsidiaries under or in respect of any Specified Derivatives Contract, whether direct or indirect, absolute or contingent, due
or not due, liquidated or unliquidated, and whether or not evidenced by any written confirmation.


 


“Specified
Derivatives Provider” means any Lender, or any Affiliate of a Lender that is a party to a Derivatives Contract at the
time the Derivatives Contract is entered into.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services, LLC business, or
any successors.


 


“Stimulus
Transaction” means any loans, equity investments, grants or other transactions pursuant to which the Borrower, any of
its Subsidiaries or any Unconsolidated Affiliate thereof receives funds in connection with any federal COVID-19 stimulus legislation,
including, without limitation, any loan made pursuant any program implemented by the “Coronavirus Aid, Relief, and Economic
Security Act” or the “CARES Act”, or any similar program now or hereafter in effect.


 


“Subsidiary”
means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of
the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals
performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the
occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries
of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which
are consolidated with those of such Person pursuant to GAAP.


 






     - 24 -


     


    

 


“Supported
QFC” has the meaning given that term in Section 12.23.


 


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


 


“Termination
Date” means September 28, 2022.


 


“Total Asset
Value” means the sum of the following (without duplication) of the Borrower and its Subsidiaries for the period
of four fiscal quarterquarters
most recently ended (or for such other period as provided in the last
paragraph of Section 9.1): (a) with respect to all Properties owned (or leased pursuant to a Ground Lease)
by the Borrower or any Subsidiary for such entire fiscal quarterat
all times during the applicable test period, (i) Adjusted EBITDA attributable to such Properties for such
period multiplied by (ii) 4the
applicable test period (annualized, to the extent provided in the last paragraph of Section 9.1), divided by
(iiiii) the
applicable Capitalization Rate; (b) the purchase price paid for any Property acquired during such
fiscal quarterthe applicable test period
(less any amounts paid as a purchase price adjustment, held in escrow, retained as a contingency reserve, or other similar arrangements
and prior to allocations of property purchase prices pursuant to Statement of FASB ASC 805 and the like); (c) the value of
the Borrower’s equity Investments in RMR Inc. and Five Star
as of the end of such fiscal quarterthe
applicable test period, such value determined at Fair Market Value; (d) all Marketable Securities, cash and cash
equivalentsCash Equivalents; (e) the
book value of all Assets Under Development as of the end of such fiscal quarterthe
applicable test period; (f) the book value of all Mortgage Receivables, and all other promissory notes secured
by a Lien on any Property, as of the end of such fiscal quarterthe
applicable test period; and (g) the Borrower’s Ownership Share of the preceding items (other than those referred
to in clause (c)) of any Unconsolidated Affiliate of the Borrower. For purposes of determining Total Asset Value, to the extent
the amount of Total Asset Value attributable to (w) Unconsolidated Affiliates would exceed 20.0% of Total Asset Value, (x) Assets
Under Development (determined as the aggregate Construction Budget for all such Assets Under Development) would exceed 10.0% of
Total Asset Value, (y) Mortgage Receivables would exceed 10.0% of Total Asset Value and (z) Unimproved Land would exceed
5.0% of Total Asset Value, in each case, such excess shall be excluded. To the extent that the value of the Borrower’s equity
Investments in RMR Inc. and Five Star would in the aggregate
account for more than 3.0% of Total Asset Value, such excess shall be excluded. Notwithstanding the foregoing, for purposes of
determining Total Asset Value at any time, (i) the Borrower may, in addition to the Properties referred to in the immediately
preceding clause (b), include the purchase price paid for any Property acquired during the period following the end of the
fiscal quarter most recently ended through the time of such determination (less any such amounts paid during such period as a purchase
price adjustment or held in escrow at the time of such determination, retained as a contingency reserve at the time of such determination,
or subject to other similar arrangements at the time of such determination) and (ii) for purposes of the immediately preceding
clause (d), the amount of Marketable Securities, cash, and cash equivalentsCash
Equivalents shall be calculated as of such date of determination rather than as of the end of the fiscal
quarterapplicable test period most recently
ended.


 


“Total Indebtedness”
means, as of a given date, all liabilities of the Borrower and its Subsidiaries which would, in conformity with GAAP, be properly
classified as a liability on a consolidated balance sheet of the Borrower and its Subsidiaries as of such date (excluding allocations
of property purchase prices pursuant to FASB ASC 805 and the like), and in any event shall include (without duplication): (a) all
Indebtedness of the Borrower and its Subsidiaries, (b) the Borrower’s Ownership Share of Indebtedness of its Unconsolidated
Affiliates, and (c) net obligations of the Borrower and its Subsidiaries under any Derivatives Contracts not entered into
as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof.


 






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“Trading with
the Enemy Act” has the meaning given to that term in Section 6.1.(y).


 


“TRS”
means any direct or indirect Subsidiary of the Borrower that is classified as a “taxable REIT subsidiary” under Section 856(l) of
the Internal Revenue Code.


 


“Type”
with respect to any Loan, refers to whether such Loan or portion thereof is a LIBOR Loan or a Base Rate Loan.


 


“UCC”
means the Uniform Commercial Code as in effect in any applicable jurisdiction.


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from
time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of
the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment
firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution.


 


“Unconsolidated
Affiliate” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment
is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would
not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.
Notwithstanding the foregoing, neither of RMR Inc. and
Five Star shall not be considered to be an Unconsolidated Affiliate
of the Borrower or any of its Subsidiaries.


 


“Unencumbered
Asset” means each Property that satisfies all of the following requirements: (a) such Property is (i) owned
in fee simple solely by the Borrower or a Wholly Owned Subsidiary or (ii) leased solely by the Borrower or a Wholly Owned
Subsidiary pursuant to a Ground Lease; (b) such Property is not an Asset Under Development and is in service; (c) neither
such Property, nor any interest of the Borrower or such Subsidiary therein, is subject to any Lien (other than Permitted Liens
of the types described in clauses (a) through (c) and (e) through (j) of the definition thereof) or to any
Negative Pledge other than Negative Pledges permitted under Sections 9.2.(b)(iii) and
(iv); (d) regardless of whether such Property is owned or leased
by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following
actions without the need to obtain the consent of any Person: (i) to create Liens on such Property (or
its leasehold interest therein, as applicable) as security for Indebtedness of the Borrower or such Subsidiary, as applicable,
and (ii) to sell, transfer or otherwise dispose of such Property; (or
its leasehold interest therein, as applicable); (e) neither such Property, nor if such Property is owned by a Subsidiary,
any of the Borrower's direct or indirect ownership interest in such Subsidiary, is subject to (i) any Lien (other than Permitted
Liens of the types described in clauses (a) through (c) or (e) through (j) of the definition thereof)
or (ii) any Negative Pledge other than Negative Pledges permitted under Sections 9.2.(b)(iii) and
(iv); (f) such Property is free of structural defects or major architectural deficiencies, title defects, environmental conditions
or other adverse matters which, individually or collectively, materially impair the value of such Property; (g) any Lessee
of more than a majority of the leasable space in such Property is not more than 120 days past due with respect to any fixed rental
payment obligations under any Lease for such Property; and (h) such Property
(i) has been designated by the Borrower as an “Unencumbered
Asset” on Item 6.1.(z) of the Borrower Letter or on an Unencumbered Asset Certificate delivered by the Borrower to the
Administrative Agent and (ii) has not been removed voluntarily
by the Borrower from “Unencumbered Assets”. Notwithstanding the immediately preceding sentence, a Property
owned by a Foreign Subsidiary will be considered to be an Unencumbered Asset so long as: (1) such Property is (i) owned
in fee simple (or the legal equivalent in the jurisdiction where such Property is located) by such Foreign Subsidiary or (ii) leased
solely by such Foreign Subsidiary pursuant to a long-term lease having terms and conditions reasonably acceptable to the Administrative
Agent; (2) all of the issued and outstanding Equity Interests of such Foreign Subsidiary are legally and beneficially owned
by one or more of the Borrower and Wholly Owned Subsidiaries; (3) such Foreign Subsidiary has no Indebtedness other than (x) Nonrecourse
Indebtedness and (y) other Indebtedness in an aggregate outstanding principal amount of less than 2.0% of the value of the
assets of such Foreign Subsidiary (such value to be determined in a manner consistent with the definition of Total Asset Value
or, if not contemplated under the definition of Total Asset Value, in a manner acceptable to the Administrative Agent); (4) neither
such Property, nor any interest of such Foreign Subsidiary therein, is subject to any Lien (other than Permitted Liens of the types
described in clauses (a) through (c) or (e) through (j) of the definition thereof) or to any Negative
Pledge other than Negative Pledges permitted under Sections 9.2.(b)(iii) and (iv); and
(5) such Property satisfies the requirements set forth in the immediately preceding clauses (b), (c), (d), (e), (f) and
(g). In addition, a Senior Housing Asset Pool or the portion thereof comprised of Properties which are individually Unencumbered
Assets shall constitute an Unencumbered Asset for purposes of this Agreement.


 






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“Unencumbered
Asset Certificate” has the meaning given that term in Section 8.3.


 


“Unencumbered
Asset Value” means on any date of determination, the sum of: (a) the product of (i) Net Operating Income for
the period of four fiscal quarterquarters
most recently ended (or for such other period as provided in the last
paragraph of Section 9.1) attributable to Unencumbered Assets owned or leased by the Borrower or any Subsidiary
for such entire quarter, multiplied by (ii) 4 andat
all times during the applicable test period (annualized, to the extent provided in the last paragraph of Section 9.1),
divided by (iiiii) the
applicable Capitalization Rate; (b) the value of the Equity Interests in each
of RMR Inc. and Five Star owned by the Borrower,
such value determined at Fair Market Value, so long as such Equity Interests are not subject to any Liens (other than Permitted
Liens of the types described in clauses (a) through (c) or clauses (e) through (j) of the definition thereof)
or to any Negative Pledge (other than a Negative Pledge permitted under clause (iii) of Section 9.2.(b)); (c) unrestricted
cash and Cash Equivalents and unencumbered Marketable Securities of the Borrower and its Subsidiaries so long as neither
such cash, Cash Equivalents and Marketable Securities are not,
nor, if any such cash, Cash Equivalents or Marketable Securities are owned by a Subsidiary, any of the Borrower’s direct
or indirect ownership interest in such Subsidiary, are subject to any Liens (other than Permitted Liens of the types
described in clauses (a) through (c) and (e) through (j) of the definition thereof) or any Negative Pledge
(other than a Negative Pledge permitted under clause (iv) of Section 9.2.(b)); and (d) the purchase price paid for
any Unencumbered Asset acquired during such fiscal quarterthe
applicable test period (less any amounts paid as a purchase price adjustment, held in escrow, retained as a contingency
reserve, or other similar arrangements). To the extent that the
value of the Equity Interests of RMR Inc. and Five Star owned
by the Borrower would in the aggregate account for more than 3.0% of Unencumbered Asset Value, such excess shall be excluded. In
addition, to the extent that the amount of Unencumbered Asset Value attributable to (x) Senior Housing Assets leased pursuant
to a Ground Lease would constitute more than 20.0% of Unencumbered Asset Value, such excess shall be excluded and (y) Non-Domestic
Properties would constitute more than 10.0% of Unencumbered Asset Value, such excess shall be excluded. Notwithstanding the foregoing,
for purposes of determining Unencumbered Asset Value at any time, the Borrower may, in addition to the Net Operating Income referred
to in the immediately preceding clause (a)(i), include the Net Operating Income of any Unencumbered Asset acquired during
the period following the end of the fiscal quarterapplicable
test period most recently ended through such time of determination on a pro forma basis reasonably acceptable to the
Administrative Agent.


 






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“Unencumbered
NOI” means, for any given period, the sum of (a) the aggregate NOI attributable to all Unencumbered Assets for such
period and (b) cash dividends received by the Borrower or any of its Subsidiaries from RMR Inc. and
Five Star during such period.


 


“Unimproved
Land” means land on which no development (other than improvements that are not material and are temporary in nature)
has occurred.


 


“Unsecured
Debt Service” means, for a given period, Debt Service for such period with respect to Unsecured Indebtedness of the Borrower
and its Subsidiaries.


 


“Unsecured
Indebtedness” means, with respect to a Person as of any given date, the aggregate principal amount of all Indebtedness
of such Person outstanding at such date that is not Secured Indebtedness (excluding Indebtedness associated with Unconsolidated
Affiliates that is not Guaranteed by a Loan Partythe
Borrower or any of its Subsidiaries) and in the case of the Borrower shall include (without duplication) Indebtedness
that does not constitute Secured Indebtedness. Indebtedness secured solely by a pledge of Equity Interests in a Subsidiary owning
one or more Properties which is also recourse to the Borrower or a Subsidiary shall not be treated as Secured Indebtedness.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S.
Special Resolution Regimes” has the meaning given that term in Section 12.23.


 


“Wells Fargo”
means Wells Fargo Bank, National Association, and its successors and assigns.


 


“Wholly Owned
Subsidiary” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case
of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned orand
controlled by such Person or one or more other Subsidiaries of such Person or by such Person and
one or more other Subsidiaries of such Person.


 


“Withdrawal
Liability” means any liability as a result of a complete or partial withdrawal from a Multiemployer Plan as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means (a) the Borrower, (b) any other Loan Party and (c) the Administrative Agent, as applicable.


 


“Write-Down
and Conversion Powers” means, (a) with
respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the
EU Bail-In Legislation Schedule.,
and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation
to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under
which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or
any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it
or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 






     - 28 -


     


    

 


Section 1.2. General;
References to Eastern Time.


 


Unless otherwise indicated,
all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP in effect as of the Agreement
Date. Notwithstanding the preceding sentence, the calculation of liabilities shall not include any fair value adjustments to the
carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under
FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other standards
of the Financial Accounting Standards Board allowing entities to elect fair value option for financial liabilities. References
in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to
sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. references
in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments
thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent
permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended,
supplemented, restated or otherwise modified from time to time to the extent not otherwise stated herein or prohibited hereby and
in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural
shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine,
the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary
of the Borrower or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate
of the Borrower. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only,
and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references
to Eastern time, daylight savings or standard, as applicable.


 


Section 1.3.
Rates.


 


The
Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the
administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect
to any rate that is an alternative or replacement for or successor to any such rate or the effect of any of the
foregoing.


 


Section 1.4.
Divisions.


 


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


 


ARTICLE II.
Credit Facility


 


Section 2.1. Loans.


 


(a)            Loans.
Pursuant to the Existing Term Loan Agreement each Lender (or its successor) made a Loan to the Borrower, the outstanding principal
amount of which on the Effective Date is set forth on Schedule I. The Borrower may not reborrow any portion of a Loan once repaid.
Additional Loans shall be made in accordance with Section 2.15.


 






     - 29 -


     


    

 


(b)            Loan
Reallocation. The Administrative Agent, the Borrower, each Lender (including any Lender who was not a “Lender”
under the Existing Term Loan Agreement immediately prior to giving effect hereto, each such Lender, an “Additional Lender”)
agree that upon the effectiveness of this Agreement, the outstanding principal amount of such Lender’s Loan is as set forth
on Schedule I attached hereto. Simultaneously with the effectiveness of this Agreement, the principal amount of all outstanding
Loans shall be reallocated among the Lenders in accordance with their respective Loans (determined in accordance with the amount
of each such Lender’s Loan set forth on Schedule I attached hereto). In order to effect such reallocations, any Additional
Lender and each other Lender whose Loan exceeds its “Loan” under the Existing Term Loan Agreement immediately prior
to the effectiveness of this Agreement (each, an “Assignee Lender”) shall be deemed to have purchased at par a portion
of all right, title and interest in, and all obligations in respect of, the “Loan” under the Existing Term Loan Agreement
of any “Lender” under the Existing Term Loan Agreement which shall cease to be a Lender hereunder and each Lender whose
Loan will be less than its “Loan” under the Existing Term Loan Agreement immediately prior to the effectiveness of
this Agreement (each, an “Assignor Lender”) so that the outstanding principal amount of the Loan of each Lender will
be as set forth on Schedule I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the
terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement
Notes to be provided to the Assignee Lenders and, if applicable, the Assignor Lenders, in the principal amounts of their respective
Loans upon the effectiveness of this Agreement, no other documents or instruments shall be, or shall be required to be, executed
in connection with such assignments (all of which are hereby waived). The Assignee Lenders shall make the proceeds of such purchases
available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to the Assignor
Lenders as is necessary to purchase in full at par the Loan owing to the Assignor Lender.


 


Section 2.2. [Intentionally
Omitted].


 


Section 2.3. [Intentionally
Omitted].


 


Section 2.4. Rates
and Payment of Interest on Loans.


 


(a)            Rates.
The Borrower promises to pay to the Administrative Agent for the account of each Lender interest on the unpaid principal amount
of the Loan made by such Lender for the period from and including the date of the making of such Loan to but excluding the date
such Loan shall be paid in full, at the following per annum rates:


 


(i)            during
such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time), plus the Applicable Margin for
Base Rate Loans; and


 


(ii)            during
such periods as such Loan is a LIBOR Loan, at LIBOR for such Loan for the Interest Period therefor, plus the Applicable Margin
for LIBOR Loans.


 


Notwithstanding the foregoing, while an
Event of Default exists, the Borrower shall pay to the Administrative Agent for the account of each Lender interest at the Post-Default
Rate on the outstanding principal amount of the Loan made by such Lender and on any other amount payable by the Borrower hereunder
or under the Note held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest
to the extent permitted under Applicable Law).


 


(b)            Payment
of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) monthly
in arrears on the first day of each month, commencing with the first full calendar month occurring after the Effective Date and
(ii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration
or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. All determinations by the
Administrative Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes,
absent manifest error.


 






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(c)            Borrower
Information Used to Determine Applicable Interest Rates. The parties understand that the applicable interest rate for the Obligations
and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or
other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is
subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because
of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable
interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided,
then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information.
The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such
recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of
each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required
by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative
Agent’s or any Lender’s other rights under this Agreement.


 


Section 2.5. Number
of Interest Periods.


 


There may be no more
than 3 different Interest Periods outstanding at the same time.


 


Section 2.6. Repayment
of Loans.


 


The Borrower shall
repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Loans on the Termination Date.


 


Section 2.7. Prepayments.


 


(a)            Optional.
Subject to Section 4.4., and except as otherwise provided in the immediately following subsection
(c), the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Administrative Agent
at least three (3) Business Days prior written notice of the prepayment of any Loan. Each voluntary prepayment of Loans shall
be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof.


 


(b)            No
Effect on Derivatives Contracts. No prepayment of the Loans pursuant to this Section or otherwise shall affect any of
the Borrower’s obligations under any Derivatives Contract entered into with respect to any of the Loans.


 


(c)            Prepayment
Premium. During the periods set forth below, the Borrower may only prepay the Loans, in whole or in part, at the prices (expressed
as percentages of the principal amount of such Loans to be prepaid) set forth below, plus accrued and unpaid interest, if any,
to the date of payment:


 


	Period	Percentage
	September 28,
    2015 to and including September 28, 2016	102.0%
	September 29,
    2016 to and including September 28, 2017	101.0%
	All
    times after September 28, 2017	100.0%


 






     - 31 -


     


    

 


The
Borrower acknowledges and agrees that the amounts payable by it under this Section in connection with the prepayment of the
Loans is a reasonable calculation of the lost profits of the Lenders in view of the difficulties and impracticality of determining
actual damages resulting from the prepayment of such Loans.


 


Section 2.8. Continuation.


 


So long as no Default
or Event of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR
Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR
Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and each
new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period.
Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation
not later than 10:00 a.m. Eastern time on the third Business Day prior to the date of any such Continuation. Such notice
by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a
Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof
subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such
manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable
by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify
each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any
LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor,
continue as a LIBOR Loan with an Interest Period of one month; provided, however that if a Default or Event of Default exists,
such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding
the first sentence of Section 2.9. or the Borrower’s failure to comply with any of
the terms of such Section.


 


Section 2.9. Conversion.


 


The Borrower may on
any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic
mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided,
however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base
Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess
of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 Business Days
prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall
notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be
by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the
requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted,
(d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested
duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once
given.


 


Section 2.10. Notes.


 


(a)            Notes.
Except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive a Note, the
Loan made by each Lender shall, in addition to this Agreement, also be evidenced by a Note, payable to the order of such Lender
in a principal amount equal to the amount of its Loan as originally in effect and otherwise duly completed.


 






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(b)            Records.
The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of the Loan made by each Lender to the Borrower,
and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall
be binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender to make any such record
shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between
such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8.,
in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8.
shall be controlling.


 


(c)            Lost,
Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written notice from a Lender that the Note
of such Lender has been lost, stolen, destroyed or mutilated, and (ii)(A) in the case of loss, theft or destruction, an unsecured
agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation,
upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note
dated the date of such lost, stolen, destroyed or mutilated Note.


 


Section 2.11. [Intentionally
Omitted].


 


Section 2.12. [Intentionally
Omitted].


 


Section 2.13. [Intentionally
Omitted].


 


Section 2.14. [Intentionally
Omitted].


 


Section 2.15. Additional
Loans.


 


The Borrower shall
have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination
Date to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once
given; provided, however, that after giving effect to any such additional Loans, the aggregate outstanding principal
amount of the Loans shall not exceed $400,000,000. Each such borrowing of additional Loans must be an aggregate minimum amount
of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower,
shall manage all aspects of the syndication of such additional Loans, including decisions as to the selection of the existing Lenders
and/or other banks, financial institutions and other institutional lenders to be approached with respect to such additional Loans
and the allocations of such additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional
lenders. No Lender shall be obligated in any way whatsoever to make additional Loans, and any new Lender becoming a party to this
Agreement in connection with any such requested additional Loan must be an Eligible Assignee. Effecting the making of additional
Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be
in existence on the effective date of such borrowing of additional Loans, (y) the representations and warranties made or deemed
made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct
in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation
or warranty shall be true and correct in all respects) on the effective date of such borrowing of additional Loans except to the
extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations
and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified
by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier
date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z)  the Administrative
Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not
previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate
and other necessary action taken by the Borrower to authorize such borrowing of additional Loans and (B) all corporate, partnership,
member and other necessary action taken by each Guarantor authorizing the guaranty of such additional Loans; (ii) an opinion
of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters
as reasonably requested by the Administrative Agent; and (iii) except in the case of any Lender that has notified the Administrative
Agent in writing that it elects not to receive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement
Notes executed by the Borrower, payable to any existing Lenders making additional Loans, in the principal amount of such Lender’s
outstanding Loans at the time of the effectiveness of the making of the additional Loans. In connection with any increase in the
aggregate principal amount outstanding of the Loans pursuant to this Section any Lender becoming a party hereto shall execute
such documents and agreements as the Administrative Agent may reasonably request.


 






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Section 2.16. Funds
Transfer Disbursements.


 


The Borrower hereby
authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant
to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement
Instruction Agreement.


 


ARTICLE III.
Payments, Fees and Other General Provisions


 


Section 3.1. Payments.


 


(a)            Payments
by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to
be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available
funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 12:00 p.m. Eastern
time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to
have been made on the next succeeding Business Day). Subject to Section 10.5., the Borrower
shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent
the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative
Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately
available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time,
for the account of such Lender at the applicable Lending Office of such Lender. In the event the Administrative Agent fails to
pay such amounts to such Lender (i) by 5:00 p.m. Eastern time on the Business Day such funds are received by the Administrative
Agent, if such amounts are received by 12:00 p.m. Eastern time on such date or (ii) by 5:00 p.m. Eastern time on
the Business Day following the date such funds are received by the Administrative Agent, if such amounts are received after 12:00
p.m. Eastern time on any Business Day, the Administrative Agent shall pay interest on such amount until paid at a rate per
annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other
Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business
Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.


 






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


 


Section 3.2. Pro Rata
Treatment.


 


Except to the extent
otherwise provided herein: (a) each payment or prepayment of principal of the Loans shall be made for the account of the Lenders
pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; (b) each payment of interest
on the Loans shall be made for the account of the Lenders, pro rata in accordance with the amounts of interest on such Loans then
due and payable to the respective Lenders; and (c) the Conversion and Continuation of Loans of a particular Type (other than
Conversions provided for by Sections 4.1.(c) and 4.5.)
shall be made pro rata among the Lenders according to the amounts of their respective Loans and the then current Interest Period
for each Lender’s portion of each such Loan of such Type shall be coterminous. Any payment or prepayment of principal or
interest made during the existence of a Default or Event of Default shall be made for the account of the Lenders in accordance
with the order set forth in Section 10.5.


 


Section 3.3. Sharing
of Payments, Etc.


 


If a Lender shall obtain
payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment on
any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s
lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by
or on behalf the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations)
not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2.
or Section 10.5., as applicable, such Lender shall promptly purchase from the other Lenders
participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders
or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually
be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2.
or Section 10.5., as applicable. To such end, all the Lenders shall make appropriate adjustments
among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored.
The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to
such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein
shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits
of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.


 


Section 3.4. Several
Obligations.


 


No Lender shall be
responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such
other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed
by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be
made or performed by such other Lender.


 






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Section 3.5. Fees.


 


(a)            Closing
Fees. On the Effective Date, the Borrower agrees to pay all fees then due and payable under the Fee Letter.


 


(b)            Administrative
and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the
Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.


 


Section 3.6. Computations.


 


Unless otherwise expressly
set forth herein, any accrued interest on any Loan, any Fees or any other Obligations due hereunder shall be computed on the basis
of a year of 360 days and the actual number of days elapsed.


 


Section 3.7. Usury.


 


In no event shall the
amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by Applicable Law
and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall
be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects
to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and
the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid
by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower
for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.4.(a)(i) and
(ii). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, commitment
fees, closing fees, underwriting fees, default charges, late charges, funding or “breakage” charges, prepayment premiums,
increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Administrative Agent or any
Lender to third parties or for damages incurred by the Administrative Agent or any Lender, in each case, in connection with the
transactions contemplated by this Agreement and the other Loan Documents, are charges made to compensate the Administrative Agent
or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or
incurred, by the Administrative Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed
to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable
when due.


 


Section 3.8. Statements
of Account.


 


The Administrative
Agent will account to the Borrower monthly with a statement of Loans, accrued interest and Fees, charges and payments made pursuant
to this Agreement and the other Loan Documents, and such account rendered by the Administrative Agent shall be deemed conclusive
upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall
not relieve or discharge the Borrower from any of its obligations hereunder.


 






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Section 3.9. Defaulting
Lenders.


 


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


 


(a)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Requisite Lenders.


 


(b)            Defaulting
Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X.
or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 3.312.3.
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment
of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment
of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the
conditions set forth in Article V. were satisfied or waived, such payment shall be applied
solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of
such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Credit
Percentages (determined as if there had been no Defaulting Lenders). Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this subsection shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(c)            Certain
Fees. No Defaulting Lender shall be entitled to receive any Fee payable under Section 3.5.
for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that
otherwise would have been required to have been paid to that Defaulting Lender).


 


(d)            Defaulting
Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, such Lender will cease to be a Defaulting Lender; provided that no adjustments will
be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender.


 






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Section 3.10. Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan
Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable
Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any
Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction
or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall
be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would
have received had no such deduction or withholding been made.


 


(b)            Payment
of Other Taxes by the Borrower. The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other
Taxes.


 


(c)            Indemnification
by the Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within 10 days
after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section) payable or paid by such Recipient (whether directly or pursuant to Section 3.10.(ed)(i))
or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority;
provided, however, that neither the Borrower nor any other Loan Party shall be liable to indemnify any Lender or Participant for
any Taxes attributable to a Lender’s failure to comply with the provisions of Section 12.612.5.
relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error.


 


(d)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the other Loan Parties
to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.5.
relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case,
that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this subsection.


 


(e)             Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority
pursuant to this Section, the Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.


 






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(f)             Status
of Lenders.


 


(i)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the applicable Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


(ii)           Without
limiting the generality of the foregoing:


 


(A)           any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-9
(or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(I)            in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, an electronic copy (or an original if requested by the Borrower or the
Administrative Agent) of an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
 “other income” article of such tax treaty;


 






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(II)          an
electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8ECI;


 


(III)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or
881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that
such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code,
a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue
Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code
(a “U.S. Tax Compliance Certificate”) and (y) an electronic copy (or an original if requested by the Borrower
or the Administrative Agent) of an  IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(IV)         to
the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the Borrower or the
Administrative Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each
such direct and indirect partner;


 


(C)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of any other form prescribed by Applicable
Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding
or deduction required to be made; and


 


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


 






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Each Lender agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification
or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(g)            Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts
pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this subsection (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this subsection, in no event will an indemnified party be required to pay any amount to an indemnifying
party pursuant to this subsection the payment of which would place such indemnified party in a less favorable net after-Tax position
than such indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other
information relating to its Taxes that it deems confidential) to, or apply for or seek any refund for or on behalf of, any indemnifying
party or any other Person.


 


(h)            Survival.
Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations
under any Loan Document.


 


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


 


ARTICLE IV.
Yield Protection, Etc.


 


Section 4.1. Additional
Costs; Capital Adequacy.


 


(a)             Capital
Adequacy. If any Lender determines that any Regulatory Change affecting such Lender or any lending office of such Lender or
such Lender’s holding company, if any, regarding capital or liquidity ratios or requirements, has or would have the effect
of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any,
as a consequence of this Agreement or the Loan made by such Lender, to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies and
the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the
Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered.


 






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(b)            Additional
Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay to the
Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to
compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or,
maintaining, continuing or converting of any LIBOR
Loans or its obligation to make any LIBOR Loans hereunder, any
reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of
such LIBOR Loans or such obligation or the maintenance by such Lender of capital
in respect of its LIBOR Loans (such increases in costs and reductions in amounts
receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the
basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any
of such LIBOR Loans (other than Indemnified Taxes, Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), or (ii) imposes or modifies any
reserve, special deposit, compulsory loan insurance charge, or similar requirements (other than Regulation D of the Board
of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities
or category of extensions of credit or other assets by reference to which the interest rate on LIBOR
Loans is determined to the extent utilized when determining LIBORthe
interest rate for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other
liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any
commitment of such Lender or (iii) imposes on any Lender or the London interbank market, any other condition, cost or expense
(other than Taxes) affecting this Agreement or the Loan made by such Lender.


 


(c)             Lender’s
Suspension of LIBOR Loans. Without limiting the effect of the provisions of the immediately preceding subsections (a) and
(b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess
above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference
to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or
other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category
of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative
Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended until
such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.5.
shall apply).


 


(d)            Notification
and Determination of Additional Costs. Each of the Administrative Agent and each Lender, as the case may be, agrees to notify
the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date
entitling the Administrative Agent or such Lender to compensation under any of the preceding subsections of this Section as
promptly as practicable; provided, however, that the failure of the Administrative Agent or any Lender to give such notice shall
not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided,
further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be,
shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date
that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts
resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative
Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of a Lender to the Administrative
Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations
by the Administrative Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and
binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent and or any such Lender, as the
case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 






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Section 4.2. Suspension
of LIBOR Loans.


 


Anything herein to
the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period:


 


(a)           the
Administrative Agent shall determine (which determination shall be conclusive absent manifest error) that reasonable and adequate
means do not exist for ascertaining LIBOR for such Interest Period, or the Administrative Agent reasonably determines (which determination
shall be conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition
of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest
for LIBOR Loans as provided herein; or


 


(b)           the
Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that the relevant rates
of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest
Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such
Interest Period,


 


then the Administrative Agent shall give
the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, all of the Lenders, in the
case of the immediately preceding clause (a), and any Lender affected thereby, in the case of the immediately preceding clause
(b), shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR
Loans, unless and until the Administrative Agent or such Lender, as the case may be, gives notice as provided in Section 4.5.
that such condition no longer exists, and, so long as such condition remains in effect, the Lenders or such Lender’s LIBOR
Loans, as the case may be, shall be treated in accordance with Section 4.5.


 


Section 4.3. Illegality.


 


Notwithstanding any
other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that due
to a Regulatory Change it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans hereunder, then such
Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s
obligation to make or Continue, or to Convert Loans of any other Type into, LIBOR Loans shall be suspended until such time as such
Lender may again make and maintain LIBOR Loans (in which case the provisions of Section 4.5.
shall be applicable).


 


Section 4.4. Compensation.


 


The Borrower shall
pay to the Administrative Agent for the account of each Lender, upon the request of the Administrative Agent, such amount or amounts
as the Administrative Agent shall determine in its sole discretion shall be sufficient to compensate such Lender for any loss,
cost or expense attributable to:


 


(a)            any
payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or Conversion of a LIBOR Loan, made by such Lender for any
reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Loan; or


 






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(b)            any
failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent
specified in Section 5.2. to be satisfied) to borrow a LIBOR Loan from such Lender on the
date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such
Conversion or Continuation.


 


Not in limitation of the foregoing, such
compensation shall include, without limitation, in the case of a LIBOR Loan, an amount equal to the then present value of (A) the
amount of interest that would have accrued on such LIBOR Loan for the remainder of the Interest Period at the rate applicable to
such LIBOR Loan, less (B) the amount of interest that would accrue on the same LIBOR Loan for the same period if LIBOR were
set on the date on which such LIBOR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert
or Continue such LIBOR Loan, as applicable, calculating present value by using as a discount rate LIBOR quoted on such date. Upon
the Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for
requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest
error.


 


Section 4.5. Treatment
of Affected Loans.


 


If the obligation of
any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c),
Section 4.2. or Section 4.3. then such Lender’s
LIBOR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for
LIBOR Loans (or, in the case of a Conversion required by Section 4.1.(c), Section 4.2.,
or Section 4.3. on such earlier date as such Lender or the Administrative Agent, as applicable,
may specify to the Borrower (with a copy to the Administrative Agent, as applicable)) and, unless and until such Lender or the
Administrative Agent, as applicable, gives notice as provided below that the circumstances specified in Section 4.1.,
Section 4.2. or Section 4.3. that gave rise to such
Conversion no longer exist:


 


(a)            to
the extent that such Lender’s LIBOR Loans have been so Converted, all payments and prepayments of principal that would otherwise
be applied to such Lender’s LIBOR Loans shall be applied instead to its Base Rate Loans; and


 


(b)            all
Loans that would otherwise be made or Continued by such Lender as LIBOR Loans shall be made or Continued instead as Base Rate Loans,
and all Base Rate Loans of such Lender that would otherwise be Converted into LIBOR Loans shall remain as Base Rate Loans.


 


If such Lender or the Administrative Agent,
as applicable, gives notice to the Borrower (with a copy to the Administrative Agent, as applicable) that the circumstances specified
in Section 4.1.(c) or 4.3. that gave rise to the Conversion
of such Lender’s LIBOR Loans pursuant to this Section no longer exist (which such Lender or the Administrative Agent,
as applicable, agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders
are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest
Periods) in accordance with their respective Credit Percentages.


 



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Section 4.6. Affected
Lenders.


 


If (a) a Lender
requests compensation pursuant to Section 3.10. or 4.1.,
and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue,
or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(bc)
or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections,
(c) a Lender does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document
which, pursuant to Section 12.6., requires the vote of such Lender, and the Requisite Lenders
shall have voted in favor of such amendment, modification or waiver or (d) a Lender becomes a Defaulting Lender, then, so
long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected
Lender”), and upon such demand the Affected Lender shall promptly, assign its Loans to an Eligible Assignee subject to and
in accordance with the provisions of Section 12.5.(b) for a purchase price equal to
(x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) any accrued but unpaid interest
thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected
Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating
the replacement of such Affected Lender under this Section, and such Affected Lender shall promptly execute all documents reasonably
requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and
Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated
in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower
of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative
Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s
obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without
limitation, pursuant to Sections 3.10., 4.1. or 4.4.)
with respect to any period up to the date of replacement.


 


Section 4.7. Change
of Lending Office.


 


Each Lender agrees
that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an
alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10.,
4.1. or 4.3. to reduce the liability of the Borrower or avoid
the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender
in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States
of America.


 


Section 4.8. Assumptions
Concerning Funding of LIBOR Loans.


 


Calculation of all
amounts payable to a Lender under this Article shall be made as though such Lender had actually funded LIBOR Loans through
the purchase of deposits in the relevant market bearing interest at the rate applicable to such LIBOR Loans in an amount equal
to the amount of the LIBOR Loans and having a maturity comparable to the relevant Interest Period; provided, however, that each
Lender may fund each of its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be used only for calculation
of amounts payable under this Article.


 






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ARTICLE V.
Conditions Precedent


 


Section 5.1. Initial
Conditions Precedent.


 


The effectiveness of
this Agreement is subject to the satisfaction or waiver of the following conditions precedent:


 


(a)            The
Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:


 


(i)            counterparts
of this Agreement executed by each of the parties hereto;


 


(ii)           Notes
executed by the Borrower, payable to each Lender (other than any Lender that has requested that it not receive a Note) and complying
with the terms of Section 2.10.(a);


 


(iii)            the
Guaranty executed by each of the Guarantors, if any, initially required to be a party thereto pursuant to Section 7.13.;


 


(iv)          an
opinion of Sullivan & Worcester LLP, and an opinion of Saul Ewing LLP, special Maryland counsel, in each case, counsel
to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as
the Administrative Agent may reasonably request;


 


(v)           the
certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration
of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary
of State of the state of formation of such Loan Party;


 


(vi)          a
certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by
the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business
or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as
applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably
be expected to have a Material Adverse Effect;


 


(vii)         a
certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of
each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to
which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower
the Notice of Borrowing, Notices of Conversion and Notices of Continuation;


 


(viii)         copies
certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the
by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement,
if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all
corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance
of the Loan Documents to which it is a party;


 


(ix)          a
Compliance Certificate calculated as of the Effective Date on a pro forma basis for the Borrower’s fiscal quarter ending
March 31, 2017;


 






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(x)           a
Disbursement Instruction Agreement effective as of the Agreement Date;


 


(xi)          [intentionally
omitted];


 


(xii)          evidence
that the Fees, if any, then due and payable under Section 3.5., together with all other fees,
expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation,
the fees and expenses of counsel to the Administrative Agent, have been paid;


 


(xiii)         the
Borrower Letter executed by the Borrower; and


 


(xiv)        such
other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably
request;


 


(b)            there
shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status
since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning
the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had
or could reasonably be expected to result in a Material Adverse Effect;


 


(c)            no
litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened
which could reasonably be expected to (i) result in a Material Adverse Effect or (ii) restrain or enjoin, impose materially
burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to
fulfill its obligations under the Loan Documents to which it is a party;


 


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


 


(e)             there
shall not have occurred or exist any material disruption of financial or capital markets that could reasonably be expected to materially
and adversely affect the transactions contemplated by the Loan Documents; and


 


(f)             the
Borrower and each other Loan Party shall have provided all information requested in writing by the Administrative Agent and each
Lender at least five Business Days prior to the Effective Date in order to comply with applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act.


 






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Section 5.2. Conditions
Precedent to All Credit Events.


 


In addition to the
satisfaction or waiver of the conditions precedent contained in the immediately preceding Section, the effectiveness of this Agreement
and the obligation of the Lenders to effect any Credit Event is subject to the further conditions precedent that: (a) no Default
or Event of Default shall exist as of the date of the requested Credit Event or would exist immediately after giving effect thereto;
provided, however, that a LIBOR Loan may be Converted into a Base Rate Loan notwithstanding the existence of a Default or Event
of Default; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the
Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation
or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects)
on and as of the date of the occurrence of the requested Credit Event with the same force and effect as if made on and as of such
date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and correct in all material respects (except in the case of a representation
or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects)
on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder.
Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of
the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent
prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). Unless set forth in writing to
the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and
the other Lenders that the conditions precedent for Loans set forth in Sections 5.1. and
5.2. that have not previously been waived by the Lenders in accordance with the terms of this
Agreement have been satisfied.


 


ARTICLE VI.
Representations and Warranties


 


Section 6.1. Representations
and Warranties.


 


In order to induce
the Administrative Agent and each Lender to enter into this Agreement and to make Loans, the Borrower represents and warrants to
the Administrative Agent and each Lender as follows:


 


(a)            Organization;
Power; Qualification. Each of the Borrower, the other Loan Parties and the other Subsidiaries is a corporation, partnership
or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation
or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as
now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership
or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature
of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably
be expected to have, in each instance, a Material Adverse Effect.


 


(b)            Ownership
Structure. Part I of Item 6.1.(b) of the Borrower Letter is, as of the Agreement Date, a complete and correct list
of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary,
(ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each
such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether
such Subsidiary is an Excluded Subsidiary and/or a Foreign Subsidiary. As of the Agreement Date, except as disclosed in Part I
of Item 6.1.(b) of the Borrower Letter, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens,
and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it in Part I of
Item 6.1.(b) of the Borrower Letter, (B) all of the issued and outstanding capital stock of each such Person organized
as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options,
warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting
trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional
shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement
Date, Part II of Item 6.1.(b) of the Borrower Letter correctly sets forth all Unconsolidated Affiliates of the Borrower,
including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in
such Person held directly or indirectly by the Borrower.


 






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(c)            Authorization
of Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it,
to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and
has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents and the Fee Letter to
which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby.
The Loan Documents and the Fee Letter to which the Borrower or any other Loan Party is a party have been duly executed and delivered
by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against
such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar
laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations
(other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.


 


(d)            Compliance
of Loan Documents with Laws. The execution, delivery and performance of this Agreement, the other Loan Documents to which any
Loan Party is a party and of the Fee Letter in accordance with their respective terms and the borrowings and other extensions of
credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental
Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict
with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture, agreement
or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties
may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of
the Lenders.


 


(e)            Compliance
with Law; Governmental Approvals. Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance
with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental
Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default
or Event of Default or have a Material Adverse Effect.


 


(f)             Title
to Properties; Liens. Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable and legal
title to, or a valid leasehold interest in, its respective assets. As of the Agreement Date, there are no Liens against any assets
of the Borrower, any Subsidiary or any other Loan Party except for Permitted Liens.


 


(g)            Existing
Indebtedness. As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries have performed and
are in compliance with all of the terms of their Indebtedness and all instruments and agreements relating thereto, and no default
or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute a default
or event of default, exists with respect to any such Indebtedness.


 


(h)            [Intentionally
Omitted.]


 






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(i)            Litigation.
Except as set forth on Schedule 6.1.(i), there are no actions, suits or proceedings pending
(nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened, nor is there any basis therefor)
against or in any other way relating adversely to or affecting the Borrower, any other Loan Party, any other Subsidiary or any
of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority
which, (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into question the
validity or enforceability of any Loan Document or the Fee Letter. There are no strikes, slowdowns, work stoppages or walkouts
or other labor disputes in progress or threatened relating to, any Loan Party or any other Subsidiary that
could reasonably be expected to have a Material Adverse Effect.


 


(j)            Taxes.
All federal, state and other material tax returns of the Borrower, each other Loan Party and each other Subsidiary required by
Applicable Law to be filed have been duly filed (after taking into account any extensions of time within which to file such tax
returns), and all federal, state and other taxes, assessments and other governmental charges or levies upon, each Loan Party, each
other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any
such nonpayment or non-filing which is at the time permitted under Section 7.6. As of the
Agreement Date, none of the United States income tax returns of the Borrower, any other Loan Party or any other Subsidiary is under
audit. All charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect
of any taxes or other governmental charges are in accordance with GAAP.


 


(k)           Financial
Statements. The Borrower has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Borrower
and its consolidated Subsidiaries for the fiscal year ended December 31, 2016, and the related audited consolidated statements
of operations, shareholders’ equity and cash flow for the fiscal year ended on such date, with the opinion thereon of Ernst &
Young LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal
quarter ended March 31, 2017, and the related unaudited consolidated statements of operations, and cash flow of the Borrower
and its consolidated Subsidiaries for the fiscal quarter ended on such date. Such financial statements (including in each case
related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently
applied throughout the periods involved, the consolidated financial position of the Borrower and its consolidated Subsidiaries
as at their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements,
to changes resulting from normal year-end audit adjustments). Neither the Borrower nor any of its Subsidiaries has on the Agreement
Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or
forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements
or notes thereto, except as referred to or reflected or provided for in said financial statements.


 


(l)            No
Material Adverse Change. Since December 31, 2016, there has been no material adverse change in the consolidated financial
condition, results of operations or business of the Borrower and its consolidated Subsidiaries taken as a whole;
provided that, during the Amendment Period, any such determination under this clause (l) shall exclude any event or
circumstance resulting from the COVID-19 pandemic to the extent that (i) such event or circumstance has been disclosed in
writing by the Borrower to the Lenders or publicly, or in the public domain, prior to the First Amendment Effective Date and (ii) the
scope of such adverse effect is not materially greater than that which has been disclosed. Each of the Borrower, the
other Loan Parties and the Borrower and its Subsidiaries taken as a whole is Solvent.


 


(m)            REIT
Status. The Borrower qualifies as, and has elected to be treated as, a REIT and is in compliance with all requirements and
conditions imposed under the Internal Revenue Code to allow the Borrower to maintain its status as a REIT.


 






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(n)           ERISA.


 


(i)            Each
Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws
in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination
from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue
Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the
Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently
being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial
amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle
first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under
a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype
plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified
Plan’s favorable determination letter or opinion letter.


 


(ii)           With
respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable
ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does
not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and
with such terms defined in accordance with FASB ASC 715.


 


(iii)          Except
as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event
has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of the Borrower, threatened, claims,
actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement;
(iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no
member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of
ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA
Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue
Code.


 


(o)           Absence
of Default. None of the Loan Parties or any of the other Subsidiaries is in default under its certificate or articles of incorporation
or formation, bylaws, partnership agreement or other similar organizational documents, and no event has occurred, which has not
been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or
which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party
or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is
a party or by which any such Person or any of its respective properties may be bound where such default or event of default could,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(p)           Environmental
Laws. In the ordinary course of business and from time to time each of the Borrower, each other Loan Party and each other Subsidiary
conducts reviews of the effect of Environmental Laws on its respective business, operations and properties, including without limitation,
its respective Properties. Each of the Borrower, each other Loan Party and each other Subsidiary: (i) is in compliance with
all Environmental Laws applicable to its business, operations and the Properties, (ii) has obtained all Governmental Approvals
which are required under Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is
in compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the immediately preceding
clauses (i) through (iii) the failure to obtain or to comply with could reasonably be expected to have a Material Adverse
Effect. Except for any of the following matters that could not reasonably be expected to have a Material Adverse Effect, no Loan
Party has any knowledge of, or has received notice of, any past, present, or pending releases, events, conditions, circumstances,
activities, practices, incidents, facts, occurrences, actions, or plans that, with respect to any Loan Party or any other Subsidiary,
their respective businesses, operations or with respect to the Properties, may: (x) cause or contribute to an actual or alleged
violation of or noncompliance with Environmental Laws, (y) cause or contribute to any other potential common-law or legal
claim or other liability, or (z) cause any of the Properties to become subject to any restrictions on ownership, occupancy,
use or transferability under any Environmental Law or require the filing or recording of any notice, approval or disclosure document
under any Environmental Law and, with respect to the immediately preceding clauses (x) through (z) is based on or
related to the on-site or off-site manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport,
removal, clean up or handling, or the emission, discharge, release or threatened release of any wastes or Hazardous Material, or
any other requirement under Environmental Law. There is no civil, criminal, or administrative action, suit, demand, claim, hearing,
notice, or demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the Borrower’s knowledge
after due inquiry, threatened, against the Borrower, any other Loan Party or any other Subsidiary relating in any way to Environmental
Laws which reasonably could be expected to have a Material Adverse Effect. NoneAs
of the Agreement Date, none of the Properties is listed on or proposed for listing on the National Priority List promulgated
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations,
or any state or local priority list promulgated pursuant to any analogous state or local law. No Hazardous Materials have been
transported, released, discharged or disposed on any of the Properties other than (x) in compliance with all applicable Environmental
Laws or (y) as could not reasonably be expected to have a Material Adverse Effect.


 


(q)           Investment
Company. None of the Borrower, any other Loan Party or any other Subsidiary is (i) an “investment company”
or a company “controlled” by an “investment company” within the meaning of the Investment Company Act
of 1940, as amended, or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow
money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its
obligations under any Loan Document to which it is a party.


 


(r)            Margin
Stock. None of the Borrower, any other Loan Party or any other Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying
 “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.


 


(s)            Affiliate
Transactions. Except as permitted by Section 9.8. or as otherwise set forth on Schedule
6.1.(s), none of the Borrower, any other Loan Party or any other Subsidiary is a party to or bound
by any agreement or arrangement with any Affiliate.


 


(t)            Intellectual
Property. Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or
otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade
name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses,
without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade
secret, trade name, copyright, or other proprietary right of any other Person except for such Intellectual Property, the absence
of which, and for conflicts which, could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties
and each other Subsidiary has taken all such steps as it deems reasonably necessary to protect its respective rights under and
with respect to such Intellectual Property. No material claim has been asserted by any Person with respect to the use of any such
Intellectual Property by the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity
or effectiveness of any such Intellectual Property. The use of such Intellectual Property by the Borrower, the other Loan Parties
and the other Subsidiaries does not infringe on the rights of any Person, subject to such claims and infringements as do not, in
the aggregate, give rise to any liabilities on the part of the Borrower, any other Loan Party or any other Subsidiary that could
reasonably be expected to have a Material Adverse Effect.


 






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(u)           Business.
As of the Agreement Date, the Borrower, its Subsidiaries and the other Loan Parties are engaged primarily in the business of the
acquisition, financing (including mortgage financing), and ownership of Senior Housing Assets, medical office buildings and wellness
centers, and other businesses activities incidental thereto.


 


(v)           Broker’s
Fees. No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the transactions
contemplated hereby. No other similar fees or commissions will be payable by any Loan Party for any other services rendered to
the Borrower, any other Loan Party or any other Subsidiary ancillary to the transactions contemplated hereby.


 


(w)          Accuracy
and Completeness of Information. All written information, reports and other papers and data (other than financial projections
and other forward looking statements, and information of a general economic or industry specific nature) furnished to the Administrative
Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Loan Party or any other Subsidiary were,
at the time the same were so furnished, taken as a whole, complete and correct in all material respects, to the extent necessary
to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly,
in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as
at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from
normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking
statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter
be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions.
No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee),
a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(k) or
in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders
or in the public domain. No document furnished or written
statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant
to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits
or will omit to state a material fact necessary in order to make the statements contained therein not misleading.


 


(x)            Not
Plan Assets; No Prohibited Transactions. None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes
 “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.
Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29
C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of
credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or
the Internal Revenue Code.


 


(y)            Anti-Corruption
Laws; Anti-Money Laundering Laws and Sanctions.


 






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(yi)         Anti-Corruption
Laws and Sanctions; Anti-Terrorism Laws. None of (i) the
Borrower, any other Loan Party, any Subsidiary, any of their
respective directors, or officers, employees
or, to the knowledge of the Borrower, any of the Borrower’s or any Subsidiary’s employees
and agents (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the
Trading with the Enemy Act of the United States, 50 U.S.C. App. §§ 1 et seq., as amended (the “Trading with the
Enemy Act”) or (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control
regulations of the United States Treasury Department or any enabling legislation or executive order relating thereto, including
without limitation, Executive Order No. 13224, effective as of September 24, 2001 relating to Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079Affiliates,
or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any
capacity in connection with or benefit from this Agreement, (A) is a Sanctioned Person or currently the subject or target
of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a
Sanctioned Country, (D) is under administrative, civil or criminal investigation for an alleged violation of, or received
notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws,
Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money
Laundering Laws, or (E) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.


 


(2001)
or (C) the Patriot Act (collectively, the “Anti-Terrorism Laws”). Theii)       Each
of the Borrower and its Subsidiaries has implemented
and maintains in effect policies and procedures designed to ensure compliance by the Borrower,
and its Subsidiaries and their respective
directors, officers, employees and,
agents (in their capacities as such) with and,
to the knowledge of the Borrower, any Affiliates with all
Anti-Corruption Laws, Anti-TerrorismAnti-Money
Laundering Laws and applicable Sanctions, and.


 


the
Borrower, its Subsidiaries and their respective directors, officers, employees
and agents are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions
in all material respects. None of the Borrower or any Subsidiary is, or derives any of its assets or operating income from investments
in or transactions with, a Sanctioned Person and none of the respective directors, officers, or to the knowledge of the
Borrower, employees or agents of the Borrower or any of its Subsidiaries is a
Sanctioned Person.(iii)       Each
of the Borrower and its Subsidiaries, each director, officer, employee, agent and, to the knowledge of the Borrower, any Affiliate
of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects
and applicable Sanctions.


 


(iv)          No
proceeds of any Loans have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or
their respective directors, officers, employees and agents in
violation of Section 9.11(b).


 


(z)            Unencumbered
Assets. As of the Agreement Date, Item 6.1.(z) of the Borrower Letter is a correct and complete list of all Unencumbered
Assets. Each of the Properties included by the Borrower in calculations of Unencumbered Asset Value satisfies all of the requirements
contained in the definition of “Unencumbered Asset”.


 


(aa)         Beneficial
Ownership Certification. As of the First Amendment Effective Date, all information
included in the Beneficial Ownership Certification is true and correct to the knowledge of the officer of the Borrower
that executes such certification.


 






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(bb)        Affected
Financial Institutions. None of the Borrower or any of
its Subsidiaries is an Affected
Financial Institution.


 


Section 6.2. Survival
of Representations and Warranties, Etc.


 


All statements contained
in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary
to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including,
but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate,
financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to
the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated hereby) shall
constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under
this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date and
at and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material
respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty
shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly
and specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement,
the execution and delivery of the Loan Documents and the making of the Loans.


 


ARTICLE VII.
Affirmative Covenants


 


For so long as this
Agreement is in effect, the Borrower shall comply with the following covenants:


 


Section 7.1. Preservation
of Existence and Similar Matters. 


 


Except as otherwise
permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and
each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction
of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which
the character of its properties or the nature of its business requires such qualification and authorization and where the failure
to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.


 






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Section 7.2. Compliance
with Applicable Law and Material Contracts; Beneficial Ownership Regulation.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, comply with (a) all Applicable Law, including the obtaining
of all Governmental Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse Effect
and (b) all terms and conditions of all Material Contracts to which it is a party. The Borrower shall maintain in effect and
enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,
officers, employees and agents with all Anti-Corruption Laws,
Anti-TerrorismAnti-Money
Laundering Laws and applicable Sanctions. Borrower will (x) notify
the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that
the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership
Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to
the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to
the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (y) promptly upon the
reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or such Lender, as the case may
be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.


 


Section 7.3. Maintenance
of Property.


 


In addition to the
requirements of any of the other Loan Documents, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, (a) protect and preserve, or cause to be protected and preserved, all of its respective material properties, including,
but not limited to, all Intellectual Property necessary to the conduct of its respective business, and maintain, or cause to be
maintained, in good repair, working order and condition all tangible properties, ordinary wear and tear excepted, and (b) from
time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties,
so that the business carried on in connection therewith may be properly and advantageously conducted at all times.


 


Section 7.4. Conduct
of Business.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in 

Section 6.1.(u).


 


Section 7.5. Insurance.


 


In addition to the
requirements of any of the other Loan Documents, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, maintain, or cause to be maintained, insurance (on a replacement cost basis) with financially sound and reputable insurance
companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may
be required by Applicable Law. The Borrower shall from time to time deliver to the Administrative Agent upon request a detailed
list, together with copies of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts
and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.





 


Section 7.6. Payment
of Taxes and Claims.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, pay and discharge, or cause to be paid and discharged, when
due (a) all federal and state income, and all other material taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics,
carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties
of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment,
charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection
thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP.


 






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Section 7.7. Books
and Records; Inspections.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which full, true
and correct entries shall be made of all dealings and transactions in relation to its business and activities in accordance with
GAAP and Applicable Law. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives
of the Administrative Agent or any Lender to visit and inspect any of their respective properties, to examine and make abstracts
from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective
officers, employees and independent public accountants (in the presence of an officer of the Borrower if an Event of Default does
not then exist), all at such reasonable times during business hours and as often as may reasonably be requested and so long as
no Event of Default exists, with reasonable prior notice. The Borrower shall be obligated to reimburse the Administrative Agent
and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only
if such exercise occurs while a Default or Event of Default exists. If requested by the Administrative Agent, the Borrower shall
execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the
financial affairs of the Borrower, any other Loan Party or any other Subsidiary with the Borrower’s accountants.


 


Section 7.8. Use of
Proceeds.


 


The Borrower will use
the proceeds of the Loans only for the repayment of Indebtedness, the direct or indirect acquisition of properties, working capital
and for other general business purposes.


 


Section 7.9. Environmental
Matters.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, comply, or cause to be complied, with all Environmental Laws
the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Borrower shall comply, and
shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other
Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present
on the Properties to comply, with all Environmental Laws the failure with which to comply could reasonably be expected to have
a Material Adverse Effect. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take
all actions and pay or arrange to pay all costs necessary for it and for the Properties to comply with all Environmental Laws
and all Governmental Approvals the failure with which to comply could reasonably be expected to have a Material Adverse Effect,
including actions to remove and dispose of all Hazardous Materials and to clean up the Properties as required under Environmental
Laws. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take, or cause to be taken,
all actions necessary to prevent the imposition of any Liens on any of their respective properties arising out of or related to
any Environmental Laws. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative
Agent or any Lender.


 


Section 7.10. Further
Assurances.


 


At the Borrower’s
cost and expense and upon request of the Administrative Agent, the Borrower shall, and shall cause each other Loan Party and each
other Subsidiary to, duly execute and deliver or cause to be duly executed and delivered, to the Administrative Agent such further
instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable
in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement
and the other Loan Documents.


 


Section 7.11. REIT
Status.


 


The Borrower shall
maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.


 






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Section 7.12. Exchange
Listing.


 


The Borrower shall
maintain at least one class of common shares of the Borrower having trading privileges on the New York Stock Exchange or the NYSE
MKT LLC Exchange or which is subject to price quotations on The NASDAQ Stock Market’s National Market System.


 


Section 7.13. Guarantors.


 


(a)           Within
10 days after the date on which any of the following conditions first applies to any Subsidiary that is not already a Guarantor,
the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative
Agent: (i) an Accession Agreement executed by such Subsidiary (or if the Guaranty is not then in existence, a Guaranty executed
by such Subsidiary) and (ii) the items that would have been delivered under subsections (iv) through (viii), (x) and
(xiv) of Section 5.1.(a) and Section 5.1.(f) if
such Subsidiary had been required to be a Guarantor on the Agreement Date:


 


(x)            such
Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of
the Borrower; provided, that a Subsidiary shall not be required to become a Guarantor under this clause (x) if such Subsidiary
is an Excluded Subsidiary that has Guaranteed, or otherwise become obligated in respect of, any Indebtedness of another Excluded
Subsidiary; or


 


(y)            such
Subsidiary (A) owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered
Asset Value and (B) or any other Subsidiary directly or indirectly owning any Equity Interest in such Subsidiary, has incurred,
acquired or suffered to exist, any Indebtedness that is not Nonrecourse Indebtedness.


 


(b)            The
Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent
shall release, a Guarantor from the Guaranty so long as: (i) either (A) simultaneously with its release from the Guaranty
such Subsidiary will cease to be a Subsidiary or (B) such Guarantor is not otherwise required to be a party to the Guaranty
under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would
occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any
of the covenants contained in Section 9.1.; (iii) the representations and warranties
made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true
and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case
such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same
force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate
solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects
(except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall
be true and correct in all respects)) and except for changes in factual circumstances expressly permitted under the Loan Documents;
and (iv) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period
as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative
Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence
(both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct
with respect to such request.


 






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ARTICLE VIII.
Information


 


For so long as this
Agreement is in effect, the Borrower shall furnish to the Administrative Agent for distribution to each of the Lenders:


 


Section 8.1. Quarterly
Financial Statements.


 


As soon as available
and in any event within 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than
45 days after the close of each of the first, second and third fiscal quarters of the Borrower) commencing with the fiscal quarter
ending June 30, 2017, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such
period and the related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and
its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding
periods of the previous fiscal year, all of which shall be certified by the chief financial officer or chief accounting officer
of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated
financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period (subject
to normal year-end audit adjustments). Together with such financial statements, the Borrower shall deliver reports, in form and
detail satisfactory to the Administrative Agent, setting forth: (a) a statement of Funds From Operations for the fiscal quarter
then ending; (b) a listing of capital expenditures made during the fiscal quarter then ended; and (c) a listing of all
Properties acquired during such fiscal quarter, including the net operating income of each such Property, acquisition costs and
related mortgage debt, if any.


 


Section 8.2. Year-End
Statements.


 


As soon as available
and in any event within 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than
90 days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its Subsidiaries
as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash
flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of
and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer
of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial
position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied
by the report thereon of Ernst & Young LLPDeloitte
or any other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative
Agent (it being acknowledged that any of DeloitteErnst &
Young LLP, PricewaterhouseCoopers and KPMG shall be acceptable to the Administrative Agent), whose report shall not
be subject to (i) any “going concern” or like qualification or exception or (ii) any qualification or exception
as to the scope of such audit. Together with such financial statements, the Borrower shall deliver a report, certified by the chief
financial officer or chief accounting officer of Borrower, in form and detail reasonably satisfactory to the Administrative Agent,
setting forth the Net Operating Income for each Property for such fiscal year.


 






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Section 8.3. Compliance
Certificate.


 


At the time the financial
statements are furnished pursuant to the immediately preceding Sections 8.1. and 8.2.,
and within 5 Business Days of the Administrative Agent’s request with respect to any other fiscal period, a certificate substantially
in the form of Exhibit H (a “Compliance Certificate”) executed on behalf of the Borrower by the chief financial
officer or chief accounting officer of the Borrower (a) setting forth in reasonable detail as of the end of such quarterly
accounting period or fiscal year, as the case may be, the calculations required to establish whether the Borrower was in compliance
with the covenants contained in Section 9.1. (including,
for the avoidance of doubt, Section 9.1(f) for financial covenant compliance during the Amendment Period or for which
the Amendment Period Termination Date is the applicable determination date); and (b) stating that, to the
best of his or her knowledge, information and belief after due inquiry, no Default or Event of Default exists, or, if such is not
the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Borrower
with respect to such event, condition or failure. The Borrower shall also deliver a certificate (an “Unencumbered Asset Certificate”)
executed by the chief financial officer of the Borrower that: (i) sets forth a list of all Unencumbered Assets; and (ii) certifies
that all Unencumbered Assets so listed fully qualify as such under the applicable criteria for inclusion as an Unencumbered Assets.


 


Section 8.4. Other
Information.


 


(a)           Promptly
upon receipt thereof, copies of all material reports, if any, submitted to the Borrower or its Board of Trustees by its independent
public accountants, and in any event, all management reports;


 


(b)           Within
five (5) Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless
requested by the Administrative Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K,
10-Q and 8-K (or their equivalents) and all other periodic reports which any Loan Party or any other Subsidiary shall file with
the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;


 


(c)           Promptly
upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements
so mailed and promptly upon the issuance thereof copies of all press releases issued by the Borrower, any Subsidiary or any other
Loan Party;


 


(d)           If
any ERISA Event shall occur that individually, or together with any other ERISA Event that has occurred, could reasonably be expected
to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Borrower setting
forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required
or proposes to take;


 


(e)            To
the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or
investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any
arbitrator against or in any other way relating adversely to, or adversely affecting, any Loan Party or any other Subsidiary or
any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect;


 


(f)            A
copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar
organizational documents of the Borrower or any other Loan Party promptly upon the Administrative Agent’s request;


 


(g)            Prompt
notice of any change in the senior management of the Borrower, any other Loan Party or any other Subsidiary, and any change in
the business, assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other
Subsidiary which has had, or could reasonably be expected to have, a Material Adverse Effect;


 






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(h)            Prompt
notice of the occurrence of any of the following promptly upon a Responsible Officer obtaining knowledge thereof: (i) Default
or Event of Default or (ii) any event which constitutes or which with the passage of time, the giving of notice, or otherwise,
would constitute a default or event of default by the Borrower, any Subsidiary or any other Loan Party under any Material Contract
to which any such Person is a party or by which any such Person or any of its respective properties may be bound;


 


(i)            Prompt
notice of any order, judgment or decree in excess of $10,000,000 having been entered against any Loan Party or any other Subsidiary
or any of their respective properties or assets;


 


(j)            Prompt
notice if the Borrower, any Subsidiary or any other Loan Party shall receive any notification from any Governmental Authority alleging
a violation of any Applicable Law or any inquiry which, in either case, could reasonably be expected to have a Material Adverse
Effect;


 


(k)            [Intentionally
Omitted];


 


(l)            Promptly
upon the request of the Administrative Agent, evidence of the Borrower’s calculation of the Ownership Share with respect
to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail satisfactory to the Administrative Agent;


 


(m)           Promptly,
upon the Borrower becoming aware of any change in the Borrower’s Credit Rating, a certificate stating that the Borrower’s
Credit Rating has changed and the new Credit Rating that is in effect;


 


(n)           Promptly,
upon each request, information identifying the Borrower as a Lender may request in order to comply with applicable “know
your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act;


 


(o)           Promptly,
and in any event within 3 Business Days after the Borrower obtains knowledge thereof, written notice of the occurrence of any
of the following: (i) the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any violation
of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Borrower, any other
Loan Party or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been
filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation
of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release
or threatened release of Hazardous Materials; (iii) the Borrower, any other Loan Party or any other Subsidiary shall receive
any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs
associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages
caused thereby; or (iv) the Borrower, any other Loan Party or any other Subsidiary shall receive notice of any other fact,
circumstance or condition that could reasonably be expected to form the basis of an environmental claim, in each case, where the
matters covered by such notice(s) under clauses (i) through (iv), whether individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect;


 


(p)           [Intentionally
Omitted]; and


 


(q)           From
time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further
information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business
prospects of the Borrower, any of its Subsidiaries, or any other Loan Party as the Administrative Agent or any Lender may reasonably
request.


 






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Section 8.5. Electronic
Delivery of Certain Information.


 


(a)            Documents
required to be delivered pursuant to the Loan Documents shall be delivered by electronic communication and delivery, including,
the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial,
third-party website such as www.Edgar.com <http://www.Edgar.com> or a website sponsored or hosted by the Administrative Agent
or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender pursuant to Article II. and
(ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic
communications. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents
or notices delivered electronically (other than by e-mail) shall be deemed to have been delivered (A) with respect to deliveries
made pursuant to Sections 8.1., 8.2., 8.4.(b) and 8.4.(c) by proper filing with the Securities and Exchange Commission
and available on www.sec.gov, on the date of filing thereof and (B) with respect to all other electronic deliveries (other
than deliveries made by e-mail), twenty-four (24) hours after the date and time on which the Administrative Agent or the Borrower
posts such documents or the documents become available on a commercial website and the Administrative Agent or the Borrower notifies
each Lender of said posting and the Borrower notifies Administrative Agent of said posting by causing an e-mail notification to
be sent to an e-mail address specified from time to time by the Administrative Agent and provides a link thereto provided (x) if
such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and
time shall be deemed to have commenced as of  10:00 a.m. Eastern time on the next business day for the recipient and
(y) if the deemed time of delivery occurs on a day that is not a business day for the recipient, the deemed time of delivery
shall be 10:00 a.m. Eastern time on the next business day for the recipient. Notwithstanding anything contained herein, the
Borrower shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies
until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative
Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically,
and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender
shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.


 


(b)           Documents
required to be delivered pursuant to Article II. may be delivered electronically to a website provided for such purpose by
the Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.


 


Section 8.6. Public/Private
Information.


 


The Borrower shall
cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by
or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf
of the Borrower to the Administrative Agent and the Lenders (collectively, “Information Materials”) pursuant to this
Article and the Borrower shall designate Information Materials (a) that are either available to the public or not material
with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and
state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”.


 






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Section 8.7. USA Patriot
Act Notice; Compliance.


 


The Patriot Act and
federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information
that identifies individuals or business entities which open an “account” with such financial institution. Consequently,
a Lender (for itself and/or as agent for all Lenders hereunder) may from time-to-time request, and the Borrower shall, and shall
cause the other Loan Parties to, provide promptly upon any such request to such Lender, such Loan Party’s name, address,
tax identification number and/or such other identification information as shall be necessary for such Lender to comply with federal
law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction
or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.


 


ARTICLE IX.
Negative Covenants


 


For so long as this
Agreement is in effect, the Borrower shall comply with the following covenants:


 


Section 9.1. Financial
Covenants.


 


(a)           Leverage
Ratio. The(i) For
any fiscal quarter ending before June 30, 2020 and any fiscal quarter ending after the Amendment Period, the Borrower
shall not permit the ratio of (ix) Total
Indebtedness to (iiy) Total
Asset Value to exceed 0.60 to 1.00 at any time; provided, however, that if such ratio is greater than 0.60 to 1.00
but is not greater than 0.65 to 1.00, then the Borrower shall be deemed to be in compliance with this subsection (a)(i) so
long as (iA) the
Borrower completed a Material Acquisition during the fiscal quarter, or the fiscal quarter immediately preceding the fiscal quarter,
in which such ratio first exceeded 0.60 to 1.00, (iiB) such
ratio does not exceed 0.60 to 1.00 for a period of more than three consecutive fiscal quarters immediately following the fiscal
quarter in which such Material Acquisition was completed, (iiiC) the
Borrower has not maintained compliance with this subsection (a)(i) in
reliance on this proviso more than two times during the term of this Agreement and (ivD) such
ratio is not greater than 0.65 to 1.00 at any time.,
and (ii) for the fiscal quarter ending June 30, 2020 and any subsequent fiscal quarter ending during the Amendment Period
(including, for the avoidance of doubt, financial covenant compliance for which the Amendment Period Termination Date is the applicable
determination date), the Borrower shall not permit the ratio of (x) Total Indebtedness to (y) Total Asset Value to exceed
0.70 to 1.00 at any time; provided, however, that if such ratio is greater than 0.70 to 1.00 but is not greater than 0.75 to 1.00,
then the Borrower shall be deemed to be in compliance with this subsection (a)(ii) so long as (A) the Borrower has not
previously maintained compliance with this subsection (a)(ii) in reliance on this proviso two times during the Amendment
Period and (B) such ratio is not greater than 0.75 to 1.00 at any time.


 


(b)           Minimum
Fixed Charge Coverage Ratio. The Borrower shall not permit the ratio of (i) Adjusted EBITDA for the fiscal
quarter of the Borrowerapplicable test period
most recently ending to (ii) Fixed Charges for such period, to be less than (x) for
the fiscal quarter ending June 30, 2020 and any subsequent fiscal quarter during the Amendment Period (including, for the
avoidance of doubt, financial covenant compliance for which the Amendment Period Termination Date is the applicable determination
date), 1.25 to 1.00 at any time or (y) for any other fiscal quarter, 1.50 to 1.00 at any time.


 


(c)           Secured
Indebtedness. The Borrower shall not permit the ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries
to (ii) Total Asset Value to be greater than 0.40 to 1.00 at any time.


 






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(d)           Unencumbered
Leverage Ratio. The(i) For
any fiscal quarter ending before June 30, 2020 and any fiscal quarter ending after the Amendment Period, the Borrower
shall not permit the ratio of (ix) Unsecured
Indebtedness of the Borrower and its Subsidiaries to (iiy) Unencumbered
Asset Value, to be greater than 0.60 to 1.00 at any time; provided, however, that if such ratio is greater than 0.60
to 1.00 but is not greater than 0.65 to 1.00, then the Borrower shall be deemed to be in compliance with this subsection (ad)(i) so
long as (iA) the
Borrower completed a Material Acquisition during the fiscal quarter, or the fiscal quarter immediately preceding the fiscal quarter,
in which such ratio first exceeded 0.60 to 1.00, (iiB) such
ratio does not exceed 0.60 to 1.00 for a period of more than three consecutive fiscal quarters immediately following the fiscal
quarter in which such Material Acquisition was completed, (iiiC) the
Borrower has not maintained compliance with this subsection (ad)(i) in
reliance on this proviso more than two times during the term of this Agreement and (ivD) such
ratio is not greater than 0.65 to 1.00 at any time.,
and (ii) for the fiscal quarter ending June 30, 2020 and any subsequent fiscal quarter ending during the Amendment Period
(including, for the avoidance of doubt, financial covenant compliance for which the Amendment Period Termination Date is the applicable
determination date), the Borrower shall not permit the ratio of (x) Unsecured Indebtedness of the Borrower and its Subsidiaries
to (y) Unencumbered Asset Value, to be greater than 0.70 to 1.00 at any time; provided, however, that if such ratio is greater
than 0.70 to 1.00 but is not greater than 0.75 to 1.00, then the Borrower shall be deemed to be in compliance with this subsection
(d)(ii) so long as (A) the Borrower has not previously maintained compliance with this subsection (d)(ii) in reliance
on this proviso two times during the Amendment Period and (B) such ratio is not greater than 0.75 to 1.00 at any time.


 


(e)           Unencumbered
Interest Coverage Ratio. The Borrower shall not permit the ratio of (i) Unencumbered NOI to (ii) Unsecured Debt Service
for the Borrower’s fiscal quarter most recently ending, to be less than (x) for
the fiscal quarter ending June 30, 2020 and any subsequent fiscal quarter ending during the Amendment Period (including, for
the avoidance of doubt, financial covenant compliance for which the Amendment Period Termination Date is the applicable determination
date), 1.50 to 1.00 at any time; provided, however, that if such ratio is less than 1.50 to 1.00 but is not less than 1.35 to 1.00,
then the Borrower shall be deemed to be in compliance with this subsection (e)(x) so long as (A) the Borrower has not
previously maintained compliance with this subsection (e)(x) in reliance on this proviso two times during the Amendment Period
and (B) such ratio is not less than 1.35 to 1.00 at any time, or (y) for any other fiscal quarter, 1.75 to
1.00 at any time.


 


(f)            [Intentionally
Omitted.]Minimum Liquidity. Notwithstanding anything
to the contrary contained herein or in any other Loan Document, at all times during the Amendment Period, the Borrower shall maintain
Liquidity of not less than $200,000,000.


 


(g)           [Intentionally
Omitted.]


 


(h)           [Intentionally
Omitted.]


 


(i)            Dividends
and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, the Borrower shall not, and
shall not permit any of its Subsidiaries to, declare or make any Restricted Payments except that the Borrower may declare and make
cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain
in compliance with Section 7.11. and to avoid the imposition of income or excise taxes imposed
under Sections 857(b)(1), 857(b)(3) and 4981 of the Internal Revenue Code, and Subsidiaries may pay Restricted Payments
to the Borrower or any other Subsidiary. If an Event of Default specified in Section 10.1.(a),
Section 10.1.(e) or Section 10.1.(f) shall
exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant
to Section 10.2.(a), the Borrower shall not, and shall not permit any Subsidiary to, make
any Restricted Payments to any Person except that Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary
and, in the case of SNH Innovation LLC or any other non-Wholly Owned
Subsidiary, to each other owner of Equity Interests of SNH Innovation LLC or
such other non-Wholly Owned Subsidiary pro rata based on the relative ownership interests.


 






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Commencing
with the fiscal quarter ended June 30, 2020 and for each fiscal quarter thereafter, the applicable testing period for the
covenants set forth in Sections 9.1(a) through (e) (including the related defined terms) shall be based upon the fiscal
quarter of the Borrower most recently ending and the three immediately preceding fiscal quarters; provided, however, that immediately
following the Amendment Period Termination Date, the applicable testing period for the covenants set forth in Sections 9.1(a) through
(e) (including the related defined terms) shall be modified as follows: (i) for the first fiscal quarter ending after
the Amendment Period, based upon the fiscal quarter of the Borrower most recently ending, annualized, (ii) for the second
fiscal quarter ending after the Amendment Period, based upon the fiscal quarter of the Borrower most recently ending and the immediately
preceding fiscal quarter, annualized, (iii) for the third fiscal quarter ending after the Amendment Period, based upon the
fiscal quarter of the Borrower most recently ending and the two immediately preceding fiscal quarters, annualized, and (iv) for
the fourth fiscal quarter ending after the Amendment Period and for each fiscal quarter thereafter, based upon the fiscal quarter
of the Borrower most recently ending and the three immediately preceding fiscal quarters. Notwithstanding the foregoing, the applicable
testing period for determining compliance with the covenants contained in Sections 9.1(a)(i), (b)(y), (d)(i), (e)(y), (f) and
(i) for the purposes of determining whether the conditions to the occurrence of the Amendment Period Early Termination Date
have been met shall be the three consecutive fiscal months of the Borrower immediately preceding the Amendment Period Early Termination
Date, annualized.


 


Section 9.2. Negative
Pledge.


 


(a)            The
Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other
than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired
if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default
is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the
covenants contained in Section 9.1.


 


(b)            The
Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter
into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) an agreement (x) evidencing
Indebtedness which (A) the Borrower, such Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to
exist without violation of this Agreement and (B) is secured by a Lien permitted to exist under the Loan Documents, and (y) which
prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered
into; (ii) the organizational documents or other agreements binding on any Subsidiary that is not a Wholly Owned Subsidiary
(but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary);
(iii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative
Pledge applies only to the Subsidiary or the assets that are the subject of such sale or (iv) a Negative Pledge contained
in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially
similar to those restrictions contained in the Loan Documents.


 









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Section 9.3. Restrictions
on Intercompany Transfers.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary
(other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s
capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower
or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property
or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances
or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the
Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement
and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially
similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(i) and
Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational
documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the
extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary),
and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by
the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any
agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets
that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that
in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or
Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall
not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating
to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower,
other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.


 


Section 9.4. Merger,
Consolidation, Sales of Assets and Other Arrangements.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary to, (i) enter into any transaction of merger or consolidation;
(ii) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (iii) convey, sell, lease, sublease,
transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or
assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired;
provided, however, that:


 


(a)            any
of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any
Subsidiary or any other Loan Party (other than the Borrower), including, for the avoidance of doubt, the sale, transfer or other
disposition of the capital stock of or other Equity Interests in any Subsidiary of the Borrower, so long as immediately prior to
the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would
be in existence;


 


(b)            the
Borrower, its Subsidiaries and the other Loan Parties may lease and sublease their respective assets, as lessor or sublessor (as
the case may be), in the ordinary course of their business;


 





(c)            a
Person may merge with and into the Borrower so long as (i) the Borrower is the survivor of such merger, (ii) immediately
prior to such merger, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be
in existence; and (iii) the Borrower shall have given the Administrative Agent and the Lenders at least 10 Business Days’
prior written notice of such merger (except that such prior notice shall not be required in the case of the merger of a Subsidiary
with and into the Borrower); and


 






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(d)            the
Borrower and each Subsidiary may sell, transfer or dispose of assets among themselves.


 


Section 9.5. Plans.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be
deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated
thereunder. The Borrower shall not cause or permit to occur, and shall not permit any other member of the ERISA Group to cause
or permit to occur, any ERISA Event if such ERISA Event could reasonably be expected to have a Material Adverse Effect.


 


Section 9.6. Fiscal
Year.


 


The Borrower shall
not, and shall not permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement
Date.


 


Section 9.7. Modifications
of Organizational Documents, Business Management Agreement and Property Management Agreement and Other Material Contracts.


 


(a)            The
Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise
modify its certificate or articles of incorporation or formation, by-laws, operating agreement, declaration of trust, partnership
agreement or other applicable organizational document if such amendment, supplement, restatement or other modification (a) could
reasonably be expected to be adverse to the interest of the Lenders in any material respect or (b) could reasonably be expected
to have a Material Adverse Effect.


 


(b)            The
Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into any amendment or modification to any
Material Contract which could reasonably be expected to have a Material Adverse Effect.


 


Section 9.8. Transactions
with Affiliates.


 


The Borrower shall
not permit to exist or enter into, and shall not permit any other Loan Party or any other Subsidiary to permit to exist or enter
into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any
Affiliate, except (a) as set forth on Schedule 6.1.(s), (b) transactions among
the Borrower and any Wholly Owned Subsidiary or among Wholly Owned Subsidiaries or (c) transactions in the ordinary course
of and pursuant to the reasonable requirements of the business of the Borrower, such other Loan Party or such other Subsidiary
and upon fair and reasonable terms which are no less favorable to the Borrower, such other Loan Party or such other Subsidiary
than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate.


 





Section 9.9. Environmental
Matters.


 


The Borrower shall
not, and shall not permit any other Loan Party, any other Subsidiary or any other Person to, use, generate, discharge, emit, manufacture,
handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from the Properties
in violation of any Environmental Law or in a manner that could lead to any environmental claim or pose a risk to human health,
safety or the environment, in each case, that could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall
impose any obligation or liability whatsoever on the Administrative Agent or any Lender.


 






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Section 9.10. Derivatives
Contracts.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary to enter into or become obligated in respect of, Derivatives
Contracts, other than Derivatives Contracts entered into by the Borrower, any such Loan Party or any such Subsidiary in the ordinary
course of business and which are intended to establish a hedge in respect of liabilities, commitments or assets held or reasonably
anticipated by the Borrower, such other Loan Party or such other Subsidiary.


 


Section 9.11. Use of
Proceeds.


 


(a)            No
part of the proceeds of any of the Loans shall be used for purchasing or carrying margin stock (within the meaning of Regulation
T, U or X of the Board of Governors of the Federal Reserve
System) or for any purpose which violates the provisions
of Regulation T, U or X of the Board of Governors of the Federal Reserve System. If requested by the Administrative Agent or any
Lender (through the Administrative Agent), the Borrower shall promptly furnish to the Administrative Agent and each requesting
Lender a statement in conformity with the requirements of Form G-3 or Form U-1, as applicable, under Regulation U of
the Board of Governors of the Federal Reserve System.


 


(b)            The
Borrower shall not use,
and shall not permit any other Loan Party or any other Subsidiary to, use any part ofensure
that its Subsidiaries and Unconsolidated Affiliates and its or their respective directors, officers, employees and agents shall
not use, the proceeds of theany
Loans to (a) purchase or carry, or to reduce or retire or refinance any credit
incurred to purchase or carry, any Margin Stock (within the meaning of Regulation U or Regulation X
of the Board of Governors of the Federal Reserve System) or (b) to extend credit to others
for the purpose of purchasing or carrying any such margin stock. The Borrower shall not, and
shall not permit any other Loan Party or Subsidiary to, use any proceeds of any Loan directly
or, to the knowledge of the Borrower, indirectly in any manner
which would violate Anti-Corruption Laws, Anti-Terrorism Laws or applicable Sanctions,
directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for
the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or
in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party
hereto.


 


Section 9.12.
Amendment Period.


 


Notwithstanding
anything to the contrary contained herein, at all times during the Amendment Period, the Borrower
shall not, and shall not permit any other Loan Party or any
other Subsidiary or Unconsolidated Affiliate to do any of the following without the prior written consent of the Requisite Lenders:


 






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(a)            incur
any additional Indebtedness (including, without limitation, any additional Loans pursuant to Section 2.15), other than (i) borrowings
of Loans under and as defined in the Existing Credit Agreement, (ii) pursuant to a Stimulus Transaction, (iii) any other
incurrence by the Borrower or any Subsidiary or Unconsolidated Affiliate of secured or unsecured Indebtedness, in each case, provided
that (A) any such Indebtedness has an initial term of at least three (3) years, (B) no scheduled principal repayments
or other mandatory prepayments in respect of such Indebtedness are required to be paid, nor will be paid, by the Borrower within
the first three (3) years following the date of incurrence thereof (other than, in the case of Nonrecourse Indebtedness, principal
repayments scheduled over a period of fifteen (15) years or more), (C) the proceeds thereof are applied in accordance with
Section 2.7(b)(iii)(B) of the Existing Credit Agreement as in effect on the First Amendment Effective Date, (D) no
Default or Event of Default has occurred and is continuing or would result therefrom, (E) if any such Indebtedness is secured
by a mortgage, deed of trust, deed to secure debt or other similar instrument or agreement creating a Lien on Property, such Indebtedness
shall be Nonrecourse Indebtedness, and (F) if any issuance of notes by the Borrower in reliance on this clause (iii) is
secured by a pledge of the Borrower’s equity interests in one or more Subsidiaries of the Borrower, within 15 days of the
date of issuance of such pledge, the Borrower shall deliver to the Administrative Agent a pledge agreement in form and substance
satisfactory to the Administrative Agent granting as security for the Obligations an equal and ratable Lien in favor of the Administrative
Agent, for the benefit of the Lenders, on all such equity interests pledged in connection with such issuance of notes, together
with all other schedules, supplements, instruments, certificates, intercreditor agreements, filings, opinions or information in
connection therewith as required by any such pledge agreement or as reasonably requested by the Administrative Agent, and (iv) subject
to Section 7.13, the Guarantee by any Subsidiary of the Borrower of any issuance of notes by the Borrower pursuant to the
foregoing clause (iii).


 





(b)            acquire
any real property or make any other Investments of any kind (other than cash, Cash Equivalents and similar investments), other
than: (i) renovations, repositionings or improvements to or in respect of any Property, (ii) leasing and tenant improvement
costs to be paid by the Borrower or its Subsidiaries (or its Ownership Share thereof to be paid by Unconsolidated Affiliates),
(iii) maintenance capital expenditures and repairs to be paid by Borrower or its Subsidiaries (or its Ownership Share thereof
to be paid by Unconsolidated Affiliates), and (iv) if Five Star conducts an equity offering, the acquisition by the Borrower
of such minimum number of additional shares of Five Star as would permit the Borrower to retain pro rata ownership of 34% of Five
Star (the foregoing clauses (i) through (iv), collectively, the “Permitted Capital Expenditures”);


 


(c)            make
any Restricted Payments, provided that (i) the Borrower may declare and make cash distributions to its shareholders in an
aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 7.11. and
to avoid the imposition of income or excise taxes imposed under Sections 857(b)(1), 857(b)(3) and 4981 of the Internal Revenue
Code, (ii) the Borrower shall be permitted to make Restricted Payments of not more than $0.01 per share in cash to the holders
of its capital stock following the end of each fiscal quarter of Borrower, and (iii) any Subsidiary or Unconsolidated Affiliate
may make Restricted Payments to the Borrower or any Subsidiary of the Borrower (and, in the case of any Subsidiary that is not
a Wholly Owned Subsidiary, to each other owner of equity interests in such Subsidiary pro rata based on such owner’s Ownership
Share) (the foregoing clauses (i) through (iii), collectively, the “Permitted Restricted Payments”); and


 


(d)            take
any action, or refrain from taking any action, that would be prohibited during a Default or Event of Default, including, without
limitation, mergers, liquidations, liens, encumbrances, releases, and certain transfers in each case which would otherwise be permitted
hereunder, other than (i) the borrowing of Indebtedness otherwise permitted under Section 9.12(a), (ii) requesting
a Conversion or Continuation of LIBOR Loans in accordance with Sections 2.8 and 2.9, as applicable, (iii) dispositions of
property or other Investments, in each case, pursuant to an arm’s-length third party transactions in the ordinary course
of business, (iv) Permitted Capital Expenditures, (v) Permitted Restricted Payments, and (vi) the granting of any
Liens on assets to the extent securing any Indebtedness permitted under Section 9.12(a).


 






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ARTICLE X.
Default


 


Section 10.1. Events
of Default.


 


Each of the following
shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:


 


(a)            Default
in Payment. The Borrower (i) shall fail to pay when due under this Agreement or any other Loan Document (whether upon
demand, at maturity, by reason of acceleration or otherwise) the principal of any of the Loans or (ii) shall fail to pay when
due any interest on any of the Loans or any of the other payment Obligations owing by the Borrower under this Agreement, any other
Loan Document or the Fee Letter or any other Loan Party shall fail to pay when due any payment Obligation owing by such other Loan
Party under any Loan Document to which it is a party, and, in the case of a failure described in this clause (ii), such failure
shall continue for a period of 5 Business Days.


 


(b)            Default
in Performance.


 


(i)            Any
Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed
and contained in Section 8.4.(h) or Article IX.;
or


 


(ii)            Any
Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other
Loan Document to which it is a party and not otherwise mentioned in this Section, and in the case of this subsection (b)(ii) only,
such failure shall continue for a period of 30 days after the earlier of (x) the date upon which a Responsible Officer of
the Borrower or such other Loan Party obtains knowledge of such failure or (y) the date upon which the Borrower has received
written notice of such failure from the Administrative Agent.


 


(c)            Misrepresentations.
Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under this Agreement or
under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished by,
or at the direction of, any Loan Party to the Administrative Agent or any Lender, shall at any time prove to have been incorrect
or misleading, in light of the circumstances in which made or deemed made, in any material respect when furnished or made or deemed
made.


 


(d)            Indebtedness
Cross-Default.


 


(i)            The
Borrower, any other Loan Party or any other Subsidiary shall fail to pay when due and payable (after giving effect to any applicable
grace or cure period) the principal of, or interest on, any Indebtedness (other than the Loans) having an aggregate outstanding
principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually
or in the aggregate with all other Indebtedness as to which such a failure exists, of an aggregate outstanding principal amount
greater than or equal to (A) $25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or (B) $75,000,000
in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or


 


(ii)            (x) The
maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract
or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material
Indebtedness shall have been required to be prepaid or repurchased prior to the stated maturity thereof; or


 






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(iii)            Any
other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or otherwise,
would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders
or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to
be prepaid or repurchased prior to its stated maturity; or


 


(iv)            An
Event of Default under and as defined in the Existing Credit Agreement or Other Existing Term Loan Agreement shall occur.


 


(e)            Voluntary
Bankruptcy Proceeding. The Borrower, any other Loan Party or any other Subsidiary (other than (x) an Excluded Subsidiary
all Indebtedness of which is Nonrecourse Indebtedness, (y) a Guarantor that, together with all other Guarantors then subject
to a bankruptcy proceeding or other proceeding or condition described in this subsection or the immediately following subsection,
does not account for more than $25,000,000 of Total Asset Value, or (z) a Subsidiary (other than an Excluded Subsidiary all
the Indebtedness of which is Nonrecourse Indebtedness) that, together with all other Subsidiaries then subject to a bankruptcy
proceeding or other proceeding or condition described in this subsection or the immediately following subsection, does not account
for more than $50,000,000 of Total Asset Value) shall: (i) commence a voluntary case under the Bankruptcy Code or other federal
bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent
to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy
laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection (f); (iv) apply
for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a
receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit
in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors;
(vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership
action for the purpose of effecting any of the foregoing.


 


(f)            Involuntary
Bankruptcy Proceeding. A case or other proceeding shall be commenced against the Borrower, any other Loan Party or any other
Subsidiary (other than (x) an Excluded Subsidiary all Indebtedness of which is Nonrecourse Indebtedness, (y) a Guarantor
that, together with all other Guarantors then subject to a bankruptcy proceeding or other proceeding or condition described in
this subsection or the immediately preceding subsection, does not account for more than $25,000,000 of Total Asset Value, or (z) a
Subsidiary (other than an Excluded Subsidiary all the Indebtedness of which is Nonrecourse Indebtedness) that, together with all
other Subsidiaries then subject to a bankruptcy proceeding or other proceeding or condition described in this subsection or the
immediately preceding subsection, does not account for more than $50,000,000 of Total Asset Value) in any court of competent jurisdiction
seeking: (i) relief under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect) or under any
other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any
substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such
case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive calendar days, or an order granting the
remedy or other relief requested in such case or proceeding against the Borrower, such Subsidiary or such other Loan Party(including,
but not limited to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.


 






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(g)            Revocation
of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document or the Fee Letter
to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental
Authority the validity or enforceability of any Loan Document or the Fee Letter or any Loan Document or the Fee Letter shall cease
to be in full force and effect (except as a result of the express terms thereof).


 


(h)            Judgment.
A judgment or order for the payment of money or for an injunction or other non-monetary relief shall be entered against the Borrower,
any other Loan Party, or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue
for a period of 30 days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either
(A) the amount of such judgment or order (x) for which insurance has not been acknowledged in writing by the applicable
insurance carrier (or the amount as to which the insurer has denied liability) or (y) is not otherwise subject to indemnification
or reimbursement on reasonable terms and conditions by Persons reasonably likely to honor such indemnification or reimbursement
obligations, exceeds, individually or together with all other such judgments or orders entered against (1) the Borrower or
any Guarantor $25,000,000, or (2) any other Subsidiaries, $50,000,000, or (B) in the case of an injunction or other non-monetary
relief, such injunction or judgment or order could reasonably be expected to have a Material Adverse Effect.


 


(i)            Attachment.
A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any other Loan
Party or any other Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes,
(1) for the Borrower or any Guarantor, $25,000,000, or (2) for any other Subsidiaries, $50,000,000, and such warrant,
writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of 30 days; provided, however,
that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the
issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative
Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations
and waives or subordinates any Lien it may have on the assets of the Borrower or any Subsidiary.


 


(j)            ERISA.


 


(i)            Any
ERISA Event shall have occurred that results or could reasonably be expected to result in liability to any member of the ERISA
Group aggregating in excess of $10,000,000; or


 


(ii)            The
 “benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more
than $10,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.


 


(k)            Loan
Documents. An Event of Default (as defined therein) shall occur under any of the other Loan Documents.


 


(l)            Change
of Control.


 


(i)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities
that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly
or indirectly, of more than 25% of the total voting power of the then outstanding voting stock of the Borrower; or


 






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(ii)            during
any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period
constituted the Board of Trustees of the Borrower (together with any new trustees whose election by such Board or whose nomination
for election by the shareholders of the Borrower was approved by a vote of a majority of the trustees then still in office who
were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Trustees of the Borrower then in office; or


 


(iii)            RMR
shall cease for any reason to act as the sole business manager and property manager for the Borrower.


 


Section 10.2. Remedies
Upon Event of Default.


 


Upon the occurrence
of an Event of Default the following provisions shall apply:


 


(a)            Acceleration;
Termination of Facilities.


 


(i)            Automatic.
Upon the occurrence of an Event of Default specified in Sections 10.1.(e) or 10.1.(f),
(A) the principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, and (B) all of the
other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this
Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment,
demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other
Loan Parties.


 


(ii)            Optional.
If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall declare
(A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, and (B) all of the other
Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement,
the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and
payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower on
behalf of itself and the other Loan Parties.


 


(b)            Loan
Documents. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall,
exercise any and all of its rights under any and all of the other Loan Documents.


 


(c)            Applicable
Law. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise
all other rights and remedies it may have under any Applicable Law.


 


(d)            Appointment
of Receiver. To the extent permitted by Applicable Law, the Administrative Agent and the Lenders shall be entitled to the appointment
of a receiver for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without
regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession
of all or any portion of the property and/or the business operations of the Borrower and its Subsidiaries and to exercise such
power as the court shall confer upon such receiver.


 






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(e)            Specified
Derivatives Contract Remedies. Notwithstanding any other provision of this Agreement or other Loan Document, each Specified
Derivatives Provider shall have the right, with prompt notice to the Administrative Agent, but without the approval or consent
of or other action by the Administrative Agent or the Lenders, and without limitation of other remedies available to such Specified
Derivatives Provider under contract or Applicable Law, in each case, in accordance with the terms of the applicable Specified Derivatives
Contract, to undertake any of the following: (a) to declare an event of default, termination event or other similar event
under any Specified Derivatives Contract and to create an “Early Termination Date” (as defined therein) in respect
thereof, (b) to determine net termination amounts in respect of any and all Specified Derivatives Contracts in accordance
with the terms thereof, and to set off amounts among such contracts, (c) to set off or proceed against deposit account balances,
securities account balances and other property and amounts held by such Specified Derivatives Provider pursuant to any Derivatives
Support Document, including any “Posted Collateral” (as defined in any credit support annex included in any such Derivatives
Support Document to which such Specified Derivatives Provider may be a party), and (d) to prosecute any legal action against
the Borrower, any other Loan Party or other Subsidiary to enforce or collect net amounts owing to such Specified Derivatives Provider
pursuant to any Specified Derivatives Contract.


 


Section 10.3. [Intentionally
Omitted].


 


Section 10.4. Marshaling;
Payments Set Aside.


 


None of the Administrative
Agent, any Lender or any Specified Derivatives Provider shall be under any obligation to marshal any assets in favor of any Loan
Party or any other party or against or in payment of any or all of the Obligations or the Specified Derivatives Obligations. To
the extent that any Loan Party makes a payment or payments to the Administrative Agent, any Lender or any Specified Derivatives
Provider, or the Administrative Agent, any Lender or any Specified Derivatives Provider enforce their security interests or exercise
their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other
party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Obligations
or Specified Derivatives Obligations, or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor,
shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had
not occurred.


 


Section 10.5. Allocation
of Proceeds.


 


If an Event of Default
exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies pursuant to Section 12.3.)
under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by
the Borrower hereunder or thereunder, shall be applied in the following order and priority:


 


(a)            to
payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees,
payable to the Administrative Agent in its capacity as such;


 


(b)            to
payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective
amounts described in this clause (b) payable to them;


 






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(c)            to
payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in
proportion to the respective amounts described in this clause (c) payable to them;


 





(d)            to
payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion
to the respective amounts described in this clause (d) payable to them; and


 


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


 


Section 10.6. [Intentionally
Omitted].


 


Section 10.7. Performance
by Administrative Agent.


 


If the Borrower or
any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative
Agent may, after notice to the Borrower, perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower
or such other Loan Party after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall,
at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance
or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the
date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have
any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other
Loan Document.


 


Section 10.8. Rights
Cumulative.


 


(a)            The
rights and remedies of the Administrative Agent, the Lenders and the Specified Derivatives Providers under this Agreement, each
of the other Loan Documents, the Fee Letter and Specified Derivatives Contracts shall be cumulative and not exclusive of any rights
or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Administrative
Agent, the Lenders and the Specified Derivatives Providers may be selective and no failure or delay by the Administrative Agent,
any of the Lenders or any of the Specified Derivatives Providers in exercising any right shall operate as a waiver of it, nor shall
any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power
or right.


 


(b)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent
in accordance with Article X. for the benefit of all the Lenders; provided that the
foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure
to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Lender
from exercising setoff rights in accordance with Section 12.3. (subject to the terms of Section 3.3.),
or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of
a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there
is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall
have the rights otherwise ascribed to the Administrative Agent pursuant to Article X. and
(y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 3.3.,
any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by
the Requisite Lenders.


 









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ARTICLE XI.
The Administrative Agent


 


Section 11.1. Appointment
and Authorization.


 


Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s
behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the
foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the
Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance
with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth
herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all
of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to
impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality
of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar
terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of
market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each
of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article VIII.
that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender,
upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate
or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant
to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms
of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting
or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any
other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations;
provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required
to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other
Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy
it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite
Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action
whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable,
all the Lenders.


 






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Section 11.2. Administrative
Agent as Lender.


 





The Lender acting as
Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document as any other Lender
and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated, include such Lender in each case in its individual capacity. The Lender acting as
Administrative Agent and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend
money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with
the Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and without any duty to account
therefor to the other Lenders. Further, the Administrative Agent and any Affiliate may accept fees and other consideration from
the Borrower for services in connection with this Agreement or otherwise without having to account for the same to the other Lenders.
The Lenders acknowledge that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding the
Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality
obligations in favor of such Person) and acknowledge that the Administrative Agent shall be under no obligation to provide such
information to them.


 


Section 11.3. Approvals
of Lenders.


 


All communications
from the Administrative Agent to any Lender requesting such Lender’s determination, consent, approval or disapproval (a) shall
be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue
as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender where information, if
any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved, and (c) shall
include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials provided
to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved. Unless a Lender shall give written
notice to the Administrative Agent that it specifically objects to the requested determination, consent, approval or disapproval
within fifteen (15) Business Days (or such lesser or greater period as may be specifically required under the express terms
of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively provided such requested
determination, consent, approval or disapproval; provided, however, that this sentence shall not apply to amendments, waivers or
consents that require the written consent of each Lender directly and adversely affected thereby pursuant to Section 12.6.(b).


 


Section 11.4. Notice
of Events of Default.


 


The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative
Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such
Default or Event of Default and stating that such notice is a “notice of default.” If any Lender (excluding the Lender
which is also serving as the Administrative Agent) becomes aware of any Default or Event of Default, it shall promptly send to
the Administrative Agent such a “notice of default”; provided, a Lender’s failure to provide such a “notice
of default” to the Administrative Agent shall not result in any liability of such Lender to any other party under any of
the Loan Documents. Further, if the Administrative Agent receives such a “notice of default,” the Administrative Agent
shall give prompt notice thereof to the Lenders.


 






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Section 11.5. Administrative
Agent’s Reliance.


 


Notwithstanding any
other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its Related Parties
shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document,
except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or
therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality
of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Borrower
or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action
taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither
the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender or any other
Person, or shall be responsible to any Lender or any other Person for any statement, warranty or representation made or deemed
made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document;
(b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions
of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document
on the part of the Borrower or other Persons, or to inspect the property, books or records of the Borrower or any other Person;
(c) shall be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral
covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders and the
Specified Derivatives Providers in any such collateral; (d) shall have any liability in respect of any recitals, statements,
certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement,
certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this
Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may
be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties.
The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact
and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent
jurisdiction in a final non-appealable judgment.


 





Section 11.6. Indemnification
of Administrative Agent.


 


Each Lender agrees
to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so) pro rata in accordance with such Lender’s respective Credit Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which
may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent
but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”);
provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the
Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final,
non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite
Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative
Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon
demand for its Credit Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)
of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred
by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether
through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the
parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents
and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or
the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental
Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative
Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt
of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally
determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements
in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents
and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following
payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative
Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.


 






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Section 11.7. Lender
Credit Decision, Etc.


 


Each of the Lenders
expressly acknowledges and agrees that neither the Administrative Agent nor any of its Related Parties has made any representations
or warranties to such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of
the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation
or warranty by the Administrative Agent to any Lender. Each of the Lenders acknowledges that it has made its own credit and legal
analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance
upon the Administrative Agent, any other Lender or counsel to the Administrative Agent, or any of their respective Related Parties,
and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and
inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the
other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder,
the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Lenders also acknowledges
that it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative
Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem
appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. The Administrative
Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any other Loan Party
of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make
any other investigation of, the Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents
and information expressly required to be furnished to the Lenders by the Administrative Agent under this Agreement or any of the
other Loan Documents or furnished to the Administrative Agent for distribution to the Lenders, the Administrative Agent shall have
no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property,
financial and other condition or creditworthiness of the Borrower, any other Loan Party or any other Affiliate thereof which may
come into possession of the Administrative Agent or any of its Related Parties. Each of the Lenders acknowledges that the Administrative
Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the
Administrative Agent and is not acting as counsel to any Lender.


 






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Section 11.8. Successor
Administrative Agent.


 


The Administrative
Agent may (a) resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the
Lenders and the Borrower or (b) be removed as Administrative Agent by all of the Lenders (excluding the Lender then acting
as Administrative Agent) and the Borrower upon 30 days’ prior written notice if the Administrative Agent is found by a court
of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course
of performing its duties hereunder. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint
a successor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s
approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed
to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent
shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within
30 days after the current Administrative Agent’s giving of notice of resignation or giving of notice of removal of the Administrative
Agent, then the current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall
be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation or removal
shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made to each Lender directly, until such time as
a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders
so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection
of the Administrative Agent as if each such Lender were itself the Administrative Agent. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative
Agent shall be discharged from its duties and obligations under the Loan Documents. After any Administrative Agent’s resignation
hereunder as Administrative Agent, the provisions of this Article XI. shall continue to inure
to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents.
Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the
Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.


 


Section 11.9. Titled
Agents.


 


Each of the Lead Arrangers,
the Syndication Agent and the Documentation Agent (each a “Titled Agent”) in each such respective capacity, assumes
no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the
Loans, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply
no fiduciary responsibility on the part of the Titled Agents to the Administrative Agent, any Lender, the Borrower or any other
Loan Party and the use of such titles does not impose on the Titled Agents any duties or obligations greater than those of any
other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.


 






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ARTICLE XII.
Miscellaneous


 


Section 12.1. Notices.


 


Unless otherwise provided
herein (including without limitation as provided in Section 8.5.), communications provided
for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:


 


If to the Borrower:


 


Senior
Housing PropertiesDiversified Healthcare
Trust


Two Newton Place


255 Washington Street, Suite 300


Newton, Massachusetts 02458-1634


Attention: Chief Financial Officer


Telecopy Number: (617) 219-8349


Telephone Number: (617) 796-8350


 


If to the Administrative
Agent:


 


Wells Fargo Bank, National Association


10 South Wacker Drive, 32nd Floor


Chicago, IL 60606


Attn: Karen SkuttDouglas
Frazer


Telecopier: (312704)
782-0969410-0329


Telephone: (312704)
269715-48095747


 


and


 


Wells Fargo Bank, National Association


550 South Tryon Street


Charlotte, North Carolina 28202


Attn:  Kristen Ray





Telecopier:         
704-410-0329


Telephone:         
704-410-1772


 


If to the Administrative
Agent under Article II.:


 


Wells Fargo Bank, National Association


Minneapolis Loan Center


600 South 4th Street,
9th Floor


Minneapolis, Minnesota 55415


Attn: Anthony Gangelhoff


Telecopier: (877) 410-5023


Telephone: (612) 316-0109


 






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If to any other Lender:


 


To such Lender’s address
or telecopy number as set forth in the applicable Administrative Questionnaire


 


or, as to each party at such other address
as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided,
a Lender shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such
notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of
three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of
the Borrower or the Administrative Agent and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if
hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 8.5.
to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt
of any communication as of the result of any change of address of which the sending party was not notified or as the result of
a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence,
all notices or communications to the Administrative Agent or any Lender under Article II.
shall be effective only when actually received. None of the Administrative Agent or any Lender shall incur any liability to any
Loan Party (nor shall the Administrative Agent incur any liability to the Lenders) for acting upon any telephonic notice referred
to in this Agreement which the Administrative Agent or such Lender, as the case may be, believes in good faith to have been given
by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to
get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.


 


Section 12.2. Expenses.


 


The Borrower agrees
(a) to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection
with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents
(including due diligence expense and reasonable travel expenses related to closing), and the consummation of the transactions contemplated
hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and all costs and expenses
of the Administrative Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems
in connection with the Loan Documents, (b) to pay or reimburse the Administrative Agent and the Lenders for all their reasonable
costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents and the Fee
Letter, including the reasonable fees and disbursements of their respective counsel (including the allocated fees and expenses
of in-house counsel) and any payments in indemnification or otherwise payable by the Lenders to the Administrative Agent pursuant
to the Loan Documents, (c) to pay, and indemnify and hold harmless the Administrative Agent and the Lenders from, any and
all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying,
documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with
the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any
waiver or consent under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding
subsections, to pay or reimburse the fees and disbursements of counsel to the Administrative Agent and any Lender incurred in connection
with the representation of the Administrative Agent or such Lender in any matter relating to or arising out of any bankruptcy or
other proceeding of the type described in Sections 10.1.(e) or 10.1.(f),
including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation,
execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession
financing or any plan of reorganization of the Borrower or any other Loan Party, whether proposed by the Borrower, such Loan Party,
the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of
such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required
to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such amounts on behalf of the Borrower
and such amounts shall be deemed to be Obligations owing hereunder.


 






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Section 12.3. Setoff.


 


Subject to Section 3.3.
and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the
Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and
each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other
Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant,
subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to
appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates
of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such
Lender, any Affiliate of the Administrative Agent or such Lender, or such Participant, to or for the credit or the account of the
Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other
Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2.,
and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any
Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section 3.9.
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff.


 


Section 12.4.
Litigation; Jurisdiction; Other Matters; Waivers.


 


(a)            EACH
PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE
LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT AND THE BORROWER HEREBY WAIVES ITS RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED
BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE FEE LETTER OR BY REASON OF ANY OTHER
SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS OF ANY
KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.


 






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(b)            THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION,
WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED
PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR
THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING
IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER
LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN
AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL
NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT
OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY
JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)            THE
PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF
THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE
OTHER LOAN DOCUMENTS AND THE TERMINATION OF THIS AGREEMENT.


 


Section 12.5. Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent
of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by
way of participation in accordance with the provisions of the immediately following subsection (d) or (iii) by way
of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (f) (and,
subject to the last sentence of the immediately following subsection (b), any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in
the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)            Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of the Loans at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


 (i)           Minimum
Amounts.


 


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


 


(B)             in
any case not described in the immediately preceding subsection (A), the principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment (in each case, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no
Default or Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed); provided, however, that if, after giving effect to such assignment, the amount of the outstanding principal balance of
the Loans of such assigning Lender would be less than $5,000,000, then such assigning Lender shall assign the entire amount of
its Loans at the time owing to it.


 


(ii)           Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan assigned.


 


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


 


(A)            the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or
Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; and


 


(B)             the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of a Loan if such assignment is to a Person that is not already a Lender with a Loan, an Affiliate of such a Lender
or an Approved Fund with respect to such a Lender.


 


(iv)          Assignment
and Assumption; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee of $4,500 for each assignment (which fee the Administrative Agent may,
in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the
transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to
the assignee and such transferor Lender, as appropriate.


 






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(v)           No
Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or to any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B).


 


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


 


(vii)         Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to such
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable amount of
the Loan previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative
Agent and each Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with
the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 3.10., 4.1., 4.4.,
12.2. and 12.9. and the other provisions of this Agreement and
the other Loan Documents as provided in Section 12.10. with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with the immediately following subsection (d).


 


(c)            Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Principal
Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of
the Lenders, and principal amounts (and stated rates) of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower,
the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 






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(d)            Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower, any other Lender or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries
or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver of any provision of any Loan Document that (w)  reduces the principal of any such Lender’s Loan
in which such Participant has a participation, (x) extends the date fixed for the payment of principal on the Loans or portions
thereof owing to such Lender, (y) reduces the rate at which interest is payable thereon or (z) releases any Guarantor
from its Obligations under the Guaranty except as contemplated by Section 7.13.(b), in each
case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The
Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10.,
4.1., 4.4. (subject to the requirements and limitations therein,
including the requirements under Section 3.10.(f) (it being understood that the documentation
required under Section 3.10.(f) shall be delivered to the participating Lender)) to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this
Section; provided that such Participant (A) agrees to be subject to the provisions of Section 4.6. as if it were an assignee
under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 4.1.
or 3.10., with respect to any participation, than its participating Lender would have been entitled
to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after
the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request
and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.6. with respect
to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.3.
as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3.
as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each
Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)            Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 






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(f)             No
Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will
not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of,
or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America
or of any other jurisdiction.


 


(g)            USA
Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with “know your customer” and anti-money
laundering rules and regulations, including without limitation, the Patriot Act, prior to any Lender that is organized under
the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request,
and such Lender shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification
information as shall be necessary for the Administrative Agent to comply with federal law.


 


Section 12.6. Amendments
and Waivers.


 


(a)           Generally.
Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement
or any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document
may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms
of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may
be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written
consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case
of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto.


 


(b)          Consent
of Lenders Directly Affected. In addition to the foregoing requirements, no amendment, waiver or consent shall:


 


 (i)            reinstate
the commitment of a Lender (excluding any commitment under Section 2.15.) or subject such
Lender to any additional obligations without the written consent of such Lender;


 


 (ii)           reduce
the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount
of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however, only
the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction
of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;


 


 (iii)          reduce
the amount of any Fees payable to a Lender without the written consent of such Lender;


 


 (iv)          modify
the definition of “Termination Date”, or otherwise postpone any date fixed for, or forgive, any payment of principal
of, or interest on, any Loans or for the payment of any other Obligations owing to the Lenders, in each case, without the written
consent of each Lender;


 


 (v)           modify
the definition of “Credit Percentage” or amend or otherwise modify the provisions of Section 3.2.
without the written consent of each Lender;


 






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 (vi)          amend
this Section or amend any of the other definitions of the terms used in this Agreement or the other Loan Documents insofar
as such definitions affect the substance of this Section without the written consent of each Lender;


 


 (vii)         modify
the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders
required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent
of each Lender;


 


 (viii)        release
any Guarantor from its obligations under the Guaranty except as contemplated by Section 7.13.(b) without
the written consent of each Lender;


 


 (ix)           waive
a Default or Event of Default under Section 10.1.(a) without the written consent of
each Lender; or


 


 (x)            amend,
or waive the Borrower’s compliance with, Section 2.14. without the written consent
of each Lender.


 


(c)            Amendment
of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative
Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative
Agent under this Agreement or any of the other Loan Documents. Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) the commitment or Loans of a Defaulting Lender may not be increased,
reinstated or extended without the written consent of such Defaulting Lender and (y) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than
other affected Lenders shall require the written consent of such Defaulting Lender. No waiver shall extend to or affect any obligation
not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the
Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto.
Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing
in accordance with the terms of this Section, notwithstanding any attempted cure or other action by the Borrower, any other Loan
Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein
or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or
demand in similar or other circumstances.


 


(d)            Technical
Amendments. Notwithstanding anything to the contrary in this Section 12.6., if the Administrative
Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or
an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrower shall be permitted to amend such
provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely
affect the interests of the Lenders. Any such amendment shall become effective without any further action or consent of any of
other party to this Agreement and the Administrative Agent will provide a copy of such amendment to the Lenders.


 






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Section 12.7. Nonliability
of Administrative Agent and Lenders.


 


The relationship between
the Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower
and lender. None of the Administrative Agent or any Lender shall have any fiduciary responsibilities to the Borrower and no provision
in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall
be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Borrower, any Subsidiary
or any other Loan Party. None of the Administrative Agent or any Lender undertakes any responsibility to the Borrower to review
or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.


 


Section 12.8. Confidentiality.


 


Except as otherwise
provided by Applicable Law, the Administrative Agent and each Lender shall maintain the confidentiality of all Information (as
defined below) in accordance with its customary procedure for handling confidential information of this nature and in accordance
with safe and sound banking practices but in any event may make disclosure: (a) to its Affiliates and to its and its Affiliates’
respective Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential); (b) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any actual or proposed assignee, Participant or other transferee in
connection with a potential transfer of any Loan or participation therein as permitted hereunder, or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (c) as
required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with
any legal proceedings, or as otherwise required by Applicable Law; (d) to the Administrative Agent’s or such Lender’s
independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information);
(e) in connection with the exercise of any remedies under any Loan Document (or any Specified Derivatives Contract) or any
action or proceeding relating to any Loan Document (or any such Specified Derivatives Contract) or the enforcement of rights hereunder
or thereunder; (f) to the extent such Information (i) becomes publicly available other than as a result of a breach of
this Section actually known by the Administrative Agent or such Lender to be a breach of this Section or (ii) becomes
available to the Administrative Agent, any Lender or any Affiliate of the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Borrower or any Affiliate of the Borrower; (g) to the extent requested by, or required
to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including any self-regulatory authority,
such as the National Association of Insurance Commissioners) having or purporting to have jurisdiction over it; (h) to bank
trade publications, such information to consist of deal terms and other information customarily found in such publications; (i) to
any other party hereto; and (j) on
a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers with respect to the Loan Documents; (k) for purposes of establishing a “due diligence” defense; and (l) with
the consent of the Borrower. Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose any such confidential
information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory
examination of the Administrative Agent or such Lender or in accordance with the regulatory compliance policy of the Administrative
Agent or such Lender. As used in this Section, the term “Information” means all information received from the Borrower,
any other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their respective businesses, other
than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure
by the Borrower, any other Loan Party, any other Subsidiary or any Affiliate, provided that, in the case of any such information
received from the Borrower, any other Loan Party, any other Subsidiary or any Affiliate after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information. None of the Administrative Agent, the Lenders or any of their respective Related Parties shall be liable to the Borrower
or any other Loan Party for any damages arising from the use by others of Information or other materials obtained by electronic
transmission, except to the extent resulting from the gross negligence or willful misconduct of such Person, as determined by a
court of competent jurisdiction in a final, non-appealable judgment.


 






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Section 12.9. Indemnification.


 


(a)            The
Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, the Lenders, all of the Affiliates
of each of the Administrative Agent or any of the Lenders, and their respective Related Parties (each referred to herein as an
 “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”):
losses, costs, claims, penalties, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including,
without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with
any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding Indemnified Costs
indemnification in respect of which is specifically covered by Section 3.10. or 4.1.
or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of,
or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding
(the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly
to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans
hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans; (iv) the Administrative Agent’s
or any Lender’s entering into this Agreement; (v) the fact that the Administrative Agent and the Lenders have established
the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative Agent and the Lenders
are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or
business operations of the Borrower and the Subsidiaries; (vii) the fact that the Administrative Agent and the Lenders are
material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the
Borrower and the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Administrative
Agent or the Lenders may have under this Agreement or the other Loan Documents; provided, however, that the Borrower shall not
be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters
described in this clause (viii) to the extent arising from the gross negligence or willful misconduct of such Indemnified
Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (ix) any civil penalty or fine
assessed by the OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with
defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower, any other Loan Party or any
other Subsidiary that violates a sanction administered or enforced by the OFAC; or (x) any violation or non-compliance by
the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity
Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority
or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other
Person seeking remedial or other action to cause the Borrower or its Subsidiaries (or its respective properties) (or the Administrative
Agent and/or the Lenders as successors to the Borrower) to be in compliance with such Environmental Laws.


 


(b)            The
Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or
related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection,
this indemnification shall cover all Indemnified Costs of any Indemnified Party in connection with any deposition of any Indemnified
Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall,
among other things, apply to any Indemnity Proceeding commenced by other creditors of the Borrower or any Subsidiary, any shareholder
of the Borrower or any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual
capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental
Authority.


 






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(c)            This
indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against
the Borrower and/or any Subsidiary.


 


(d)            All
out-of-pocket fees and expenses of, and all amounts paid to third-persons by, an Indemnified Party shall be advanced by the Borrower
at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is
not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party that such Indemnified Party
will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified
Party is not so entitled to indemnification hereunder.


 


(e)            An
Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity
Proceeding covered by this Section and, as provided above, all Indemnified Costs incurred by such Indemnified Party shall
be reimbursed by the Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against
any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify
and hold harmless each such Indemnified Party; provided, however, that if (i) the Borrower is required to indemnify an Indemnified
Party pursuant hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified Party that the
Borrower has the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect
to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior
written consent of the Borrower (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, an
Indemnified Party may settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower where
(x) no monetary relief is sought against such Indemnified Party in such Indemnity Proceeding or (y) there is an allegation
of a violation of law by such Indemnified Party.


 


(f)             If
and to the extent that the obligations of the Borrower under this Section are unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable
Law.


 


(g)            The
Borrower’s obligations under this Section shall survive any termination of this Agreement and the other Loan Documents
and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any of the other obligations
set forth in this Agreement or any other Loan Document to which it is a party.


 


References in this Section to “Lender”
or “Lenders” shall be deemed to include such Persons (and their Affiliates) in their capacity as Specified Derivatives
Providers.


 






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Section 12.10. Termination;
Survival.


 


This Agreement shall
terminate at such time as all Obligations (other than obligations which survive as provided in the following sentence) have been
paid and satisfied in full. The indemnities to which the Administrative Agent and the Lenders are entitled under the provisions
of Sections 3.10., 4.1., 4.4.,
11.6., 12.2. and 12.9. and any
other provision of this Agreement and the other Loan Documents, and the provisions of Sections 12.4.
and 12.12., shall continue in full force and effect and shall protect the Administrative Agent
and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising
after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement
with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.


 


Section 12.11. Severability
of Provisions.


 


If any provision of
this Agreement or the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid or unenforceable,
that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining
provisions shall remain in full force as though the invalid, illegal, or unenforceable provision had never been part of the Loan
Documents.


 


Section 12.12. GOVERNING
LAW.


 


THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.


 


Section 12.13. Counterparts.


 


To facilitate execution,
this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient
or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar
electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons
required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall
not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective
signatures of, or on behalf of, each of the parties hereto.


 


Section 12.14. Obligations
with Respect to Loan Parties.


 


The obligations of
the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute
and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.


 


Section 12.15. Independence
of Covenants.


 


All covenants hereunder
shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 






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Section 12.16. Limitation
of Liability.


 


None of the Administrative
Agent, any Lender or any of their respective Related Parties shall have any liability with respect to, and the Borrower hereby
waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages
suffered or incurred by the Borrower in connection with, arising out of, or in any way related to, this Agreement, any of the other
Loan Documents or the Fee Letter, or any of the transactions contemplated by this Agreement or any of the other Loan Documents.
The Borrower hereby waives, releases, and agrees not to sue the Administrative Agent, any Lender or any of their respective Related
Parties for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement,
any of the other Loan Documents, the Fee Letter, or any of the transactions contemplated by this Agreement or financed hereby.


 


Section 12.17. Entire
Agreement.


 


This Agreement, the
Notes, the other Loan Documents and the Fee Letter embody the final, entire agreement among the parties hereto and supersede any
and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter
hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or
discussions of the parties hereto. To the extent any term of this Agreement is inconsistent with a term of any other Loan Document
to which the parties of this Agreement are party, the term of this Agreement shall control to the extent of such inconsistency.
There are no oral agreements among the parties hereto.


 


Section 12.18. Construction.


 


The Administrative
Agent, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has
been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement
and the other Loan Documents shall be construed as if jointly drafted by the Administrative Agent, the Borrower and each Lender.


 


Section 12.19. Headings.


 


The paragraph and section
headings in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.


 


Section 12.20. LIABILITY
OF TRUSTEES, ETC.


 


THE PARTIES HERETO
ACKNOWLEDGE AND AGREE AS FOLLOWS:


 


THE AMENDED AND RESTATED
DECLARATION OF TRUST ESTABLISHING THE BORROWER, DATED SEPTEMBER 20, 1999, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO
(THE “DECLARATION”), IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND,
PROVIDES THAT THE NAME “SENIOR HOUSING PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY
AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE BORROWER SHALL
BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE BORROWER. ALL PERSONS DEALING
WITH THE BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE BORROWER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE
OF ANY OBLIGATION. THE PROVISIONS OF THIS SECTION SHALL NOT LIMIT ANY OBLIGATIONS OF ANY LOAN PARTY OTHER THAN THE BORROWER.


 






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Section 12.21. Acknowledgement
and Consent to Bail-In of EEAAffected
Financial Institutions.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down
and Conversion Powers of an EEApowers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 


Section 12.22. Effect
on Existing Term Loan Agreement.


 


(a)            Existing
Term Loan Agreement. Upon satisfaction of the conditions precedent set forth in Article V., this Agreement shall exclusively
control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Term Loan Agreement, and
the Existing Term Loan Agreement shall be superseded by this Agreement in all respects, in each case, on a prospective basis only.


 


(b)            NO
NOVATION. THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND RESTATE THE TERMS OF, AND THE OBLIGATIONS
OWING UNDER AND IN CONNECTION WITH, THE EXISTING TERM LOAN AGREEMENT PURSUANT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT. THE
PARTIES DO NOT INTEND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER UNDER OR IN CONNECTION WITH THE
EXISTING TERM LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE EXISTING TERM LOAN AGREEMENT).


 






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Section 12.23.
Acknowledgement Regarding Any Supported QFCs.


 


(a)            To
the extent that the Loan Documents provide support, through a guarantee or otherwise, for Derivatives Contracts or any other agreement
or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit Insurance
Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws
of the State of New York and/or of the United States or any other state of the United States):


 


(b)            In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 


(c)            As
used in this Section 12.23, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following:


 


		 (i)	a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);



 


		 (ii)	a “covered bank” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or



 


		 (iii)	a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).



 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


[Signatures on Following Pages]


 






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