SIGNATORY HERETO FURTHER CONSENTS AND AGREES THAT THE DEBT CREATED OR INCURRED
PURSUANT TO THE EXCHANGE I TRANSACTION (INCLUDING THE GUARANTY THEREOF BY
GUARANTOR) SHALL CONSTITUTE OHI FINANCING SUBORDINATED DEBT AND THAT THE
GUARANTY OF SUCH DEBT BY GUARANTOR AS PROVIDED IN THE EXCHANGE I DOCUMENTS SHALL
CONSTITUTE PERMITTED DEBT.
C.
LIMITATION OF CONSENT; EFFECT ON LOAN DOCUMENTS; NO WAIVER.
1.
LIMITATION OF CONSENT.
WITHOUT LIMITING THE GENERALITY OF
SECTION 11.10 OF THE LOAN AGREEMENT, THE CONSENTS SET FORTH ABOVE SHALL BE
LIMITED PRECISELY AS WRITTEN AND RELATE SOLELY TO THE EXCHANGE TRANSACTIONS AND
THE CONSENT REQUIRED THEREFOR PURSUANT TO THE LOAN AGREEMENT, IN EACH CASE AS
SET FORTH HEREIN.
NOTHING HEREIN SHALL BE DEEMED TO (A) CONSTITUTE A CONSENT
WITH RESPECT TO ANY OTHER AMENDMENT TO THE OHI FINANCING SUBORDINATED DEBT,
WHICH SHALL BE SUBJECT TO THE LOAN AGREEMENT OR (B) PREJUDICE ANY RIGHT OR
REMEDY THAT THE AGENT, ISSUING LENDER, ANY AGENT OR ANY LENDER MAY NOW HAVE OR
MAY HAVE IN THE FUTURE UNDER THE LOAN DOCUMENTS RELATING TO ANY OTHER AMENDMENT
TO THE OHI FINANCING SUBORDINATED DEBT.
2.
EFFECT ON LOAN DOCUMENTS.
THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND
CONFIRMED.
3.
NO FURTHER WAIVER OR CONSENT.
THIS CONSENT SHALL NOT, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, (A) CONSTITUTE A WAIVER OF ANY EVENT OF DEFAULT
EXISTING AS OF THE DATE HEREOF OR ANY CONDITION OR EVENT EXISTING AS OF THE DATE
HEREOF THAT, AFTER NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT, IN EACH CASE REGARDLESS OF WHETHER THE AGENT OR LENDERS ARE AWARE OF
SUCH EVENT OF DEFAULT, EVENT OR CONDITION, INCLUDING WITHOUT LIMITATION THOSE
EVENTS REFERRED TO IN SECTIONS 3(B) AND 3(C) HEREIN, (B) CONSTITUTE A WAIVER OR
CONSENT OF ANY PROVISION OF ANY PROVISION OR CONDITION OF THE LOAN AGREEMENT OR
ANY OTHER LOAN DOCUMENTS, OR (C) OPERATE AS A WAIVER OF OR PREJUDICE ANY RIGHT,
POWER OR REMEDY THAT ANY AGENT OR ANY LENDER MAY NOW HAVE OR MAY HAVE IN THE
FUTURE UNDER THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
THE
CONSENTS GRANTED ARE HEREBY LIMITED TO THE MATTERS SET FORTH HEREIN.
3
SECTION 2.
CONDITIONS TO EFFECTIVENESS
Section 1 of this Consent shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "Effective Date"):
A.
ON OR BEFORE THE EFFECTIVE DATE, OBLIGORS SHALL DELIVER TO LENDERS
(OR TO AGENT FOR LENDERS WITH SUFFICIENT ORIGINALLY EXECUTED COPIES, WHERE
APPROPRIATE, FOR EACH LENDER) THE FOLLOWING, EACH, UNLESS OTHERWISE NOTED, DATED
THE EFFECTIVE DATE:
1.
COPIES OF THIS CONSENT EXECUTED BY EACH OBLIGOR.
2.
A FULLY EXECUTED COPY OF EACH EXCHANGE II DOCUMENT, EACH IN FORM
AND SUBSTANCE SATISFACTORY TO AGENT AND REQUISITE LENDERS, SUCH SATISFACTION TO
BE EVIDENCED BY DELIVERY TO MASTER BORROWER BY AGENT OR SUCH LENDER OF A
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