__________________________________________________________________________

FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

DATED AS OF SEPTEMBER 5, 2019

among

THE INITIAL PARTIES HERETO EXECUTING AS BORROWERS,

as Borrowers,

KEYBANK NATIONAL ASSOCIATION,

as a Lender,

The other Lenders which are parties hereto from time to time,

and

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent,

CIT BANK, N.A.,

as Revolving Agent,

REGIONS BANK, as Syndication Agent,

KEYBANC CAPITAL MARKETS, INC. AND REGIONS CAPITAL MARKETS,

as Co-Lead Arrangers and Co-Book Runners,

and

BANK OF AMERICA, N.A. and THE HUNTINGTON NATIONAL BANK,

as Co-Documentation Agents

EXHIBITS AND SCHEDULES

FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

THIS FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Agreement”) is made as of September 5, 2019, among THE INITIAL PARTIES HERETO EXECUTING AS BORROWERS (collectively, the “Initial Borrowers”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as a Lender, the other lending institutions which are parties to this Agreement as Lenders, the other lending institutions that may become parties hereto as Lenders pursuant to Sections 2.10 or 18, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, and CIT BANK, N.A., as Revolving Agent.

R E C I T A L S

Certain of the Initial Borrowers, KeyBank, certain of the Lenders and Administrative Agent have entered into that certain Senior Secured Credit Agreement dated as of December 1, 2015, as amended by that certain First Amendment to Senior Secured Credit Agreement dated March 21, 2016 (as so amended, the “Original Credit Agreement”).

The parties hereto desire to enter into this Agreement to amend and restate the Original Credit Agreement in its entirety.

In consideration of the mutual covenants and agreements contained herein, the parties hereto hereby amend and restate the Original Credit Agreement and covenant and agree as follows:

SECTION 1.     DEFINITIONS AND RULES OF INTERPRETATION.

Section 1.1    Definitions. The following terms shall have the meanings set forth in this Section l or elsewhere in the provisions of this Agreement referred to below:

“A/R Borrowing Base Availability” means, at any time, subject to adjustment as provided below, an amount equal to the sum of, without duplication:

(a)    up to 85% of the amount of Operating Company Eligible Accounts multiplied by the Expected Net Value, less the Credit and Unapplied Collection Account, plus

(b)    up to 75% of the amount of Ancillary Business Eligible Accounts multiplied by the Expected Net Value, less the Credit and Unapplied Collection Account, less

(c)    the aggregate amount of Reserves established by Revolving Agent as provided below;

provided, that Revolving Agent may, in the exercise of its Permitted Discretion, reduce the percentages in clauses (a) and (b) above from time to time with at least three (3) Business Days’ notice to Parent (which notice shall not be required during the existence of an Event of Default). Revolving Agent shall give prompt written notice to Administrative Agent and the A/R Revolving Loan Lenders of any adjustments effected pursuant to this proviso, but a non-willful failure of Revolving Agent to so notify shall not be a breach of this Agreement.

Anything to the contrary in this definition notwithstanding, Revolving Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease the Receivable Reserves, Bank Product Reserves and other Reserves against the A/R Borrowing Base Availability; provided that Revolving Agent shall endeavor to notify Borrowers at or before the time

any such reserve in a material amount is to be established or increased, but a non-willful failure of Revolving Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of a reserve to be ineffective. The amount of any Receivable Reserve, Bank Product Reserve or other Reserve established by Revolving Agent shall have a reasonable relationship to the event, condition, other circumstance or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained.

“A/R Borrowing Base Certificate” has the meaning set forth in Section 7.4(a)(x).

“A/R Borrowing Base Review” has the meaning set forth in Section 7.9(b).

“A/R Revolving Loan Commitment” means, with respect to each A/R Revolving Loan Lender, the amount set forth on Schedule 1.1(a) as the amount of such A/R Revolving Loan Lender’s A/R Revolving Loan Commitment to make or maintain A/R Revolving Loans to Borrowers or to participate in A/R Swing Loans, as the same may be changed from time to time in accordance with the terms of this Agreement.

“A/R Revolving Loan Commitment Percentage” means, with respect to each A/R Revolving Loan Lender, the percentage set forth on Schedule 1.1(a) as such A/R Revolving Loan Lender’s percentage of the aggregate A/R Revolving Loan Commitments of all of the A/R Revolving Loan Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the A/R Revolving Loan Commitments of the A/R Revolving Loan Lenders have been terminated as provided in this Agreement, then the A/R Revolving Loan Commitment Percentage of each A/R Revolving Loan Lender shall be determined based on the A/R Revolving Loan Commitment Percentage of such A/R Revolving Loan Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms thereof.

“A/R Revolving Loan” or “A/R Revolving Loans” means an individual A/R Revolving Loan or the aggregate A/R Revolving Loans, as the case may be, made by A/R Revolving Loan Lenders hereunder to Borrowers, as more particularly described in Section 2.2. Those Borrowers as of the Closing Date providing Collateral included in the calculation of A/R Borrowing Base Availability are described on Schedule1.1(d) attached hereto.

“A/R Revolving Loan Lenders” means, collectively, the Lenders which have an A/R Revolving Loan Commitment, the initial A/R Revolving Loan Lenders being identified on Schedule 1.1(a).

“A/R Revolving Loan Note” means a promissory note made by Borrowers in favor of an A/R Revolving Loan Lender in the principal face amount equal to such A/R Revolving Loan Lender’s A/R Revolving Loan Commitment, or if less, the outstanding amount of all A/R Revolving Loans made by such A/R Revolving Loan Lender, in substantially the form of Exhibit A.

“A/R Swing Loan” means a Swing Loan made hereunder pursuant to the A/R Borrowing Base Availability.

“A/R Unused Fee Percentage” means with respect to any day during a calendar quarter, (a) 0.15% per annum, if the sum of the Aggregate A/R Revolving Credit Obligations outstanding on such day is greater than 50% of the Total A/R Revolving Loan Commitment, or (b) 0.20% per annum if the sum of the Aggregate A/R Revolving Credit Obligations outstanding on such day is less than or equal to 50% of the Total A/R Revolving Loan Commitment.

“Account” means an account (as that term is defined in the UCC), including all health-care-insurance receivables (as that term is defined in the UCC).

“Account Debtor” means any Person who is obligated on an Account, an IGT Account, chattel paper or a general intangible.

“Acknowledgments” means, collectively, each of the Acknowledgments executed by a Borrower in favor of Administrative Agent, acknowledging the pledge of Equity Interests in such Borrower to Administrative Agent, such Acknowledgment to be in the form to which Administrative Agent agrees on the Closing Date.

“Administrative Agent” means KeyBank National Association, acting as administrative agent for the Secured Parties, and its successors and assigns.

“Administrative Agent Fee Letter” means that certain fee letter dated July 31, 2019, among KeyBank, KeyBanc Capital Markets, Inc., and Trilogy Investors.

“Administrative Agent’s Head Office” means Administrative Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as Administrative Agent may designate from time to time by notice to Parent, Revolving Agent and the Lenders.

“Administrative Agent’s Special Counsel” means Dentons US LLP or such other counsel selected by Administrative Agent.

“Affected Lender” has the meaning set forth in Section 4.14.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the power to direct, or cause the direction of, the management and policies of such Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise, and including the ownership of a general partnership interest or a managing member’s or manager’s interest in a limited liability company; provided, that, for purposes of the definition of Eligible Accounts and Section 8.12: (a) any Person which owns directly or indirectly ten percent (10%) or more of the Equity Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or ten percent (10%) or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person. For purposes hereof, neither Trilogy Management Services, LLC, Trilogy Management Profit Interests, LLC nor any of their wholly-owned Subsidiaries shall be deemed an Affiliate of any Loan Party.

“Agents” means, collectively, Administrative Agent and Revolving Agent.

“Aggregate A/R Revolving Credit Obligations” means, as of any particular time, the sum of (a) the aggregate principal amount of all A/R Revolving Loans then outstanding plus (b) the aggregate principal amount of all A/R Swing Loans then outstanding.

“Aggregate Real Estate Revolving Credit Obligations” means, as of any particular time, the sum of (a) the aggregate principal amount of all Real Estate Revolving Loans then outstanding, plus

(b) the aggregate principal amount of all Real Estate Swing Loans then outstanding, plus (c) the aggregate Letter of Credit Liabilities.

“Agreement” means this First Amended and Restated Senior Secured Credit Agreement, including the Schedules and Exhibits.

“Ancillary Business Eligible Accounts” means Eligible Accounts generated by Ancillary Services.

“Ancillary Services” means pharmacy services and rehabilitation services.

“Ancillary Services Borrowing Base Value” means, with respect to any date, an amount equal to (a) the sum of that portion of the EBITDA of each of Paragon and PCA (excluding their Subsidiaries for the purposes hereof) derived solely from its Ancillary Services provided at independent living facilities, assisted living facilities, skilled nursing facilities, memory care facilities or rehabilitation facilities that are neither owned, leased or operated by Trilogy Investors or any of its Subsidiaries or Unconsolidated Affiliates and without including any contribution from any Subsidiary of Paragon or PCA, in each case so long as such Person is a Borrower, for the four (4) fiscal quarters most recently ended as of such date, multiplied by (b) 3.00.

“Applicable Law” means all applicable provisions of constitutions, statutes, rules, regulations, guidelines and orders of all Governmental Authorities and all orders and binding decrees of all applicable courts, tribunals and arbitrators.

“Applicable Margin” means, on any date, (a) for LIBOR Rate Loans, two and three-quarter percent (2.75%) per annum, and (b) for Base Rate Loans, one and three-quarter percent (1.75%) per annum.

“Appraisal” means an MAI appraisal of the value of a parcel of Real Estate, determined on, with respect to the Collateral Properties (other than Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability), an “as-is” value basis, and with respect to the Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability, an “as-stabilized” basis, performed by an independent appraiser selected by Administrative Agent who is not an employee of Trilogy Investors, any of its Subsidiaries or Affiliates, Administrative Agent or a Lender, the form and substance of such appraisal and the identity of the appraiser to be in compliance with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory and internal) applicable to the Lenders and otherwise acceptable to Administrative Agent and Majority Real Estate Revolving Loan Lenders.

“Appraised Value” means (a) with respect to the Collateral Properties (other than Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability), the “as-is” value of a parcel of Real Estate determined by the Appraisal of such Real Estate, unless otherwise expressly provided in this Agreement, most recently completed and (b) with respect to the Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability, the “as-stabilized” value of such Villa Units determined by the Appraisal of such Villa Units, unless otherwise expressly provided in this Agreement.

“Assignment and Acceptance Agreement” has the meaning set forth in Section 18.1.

“Assignment of Leases and Rents” means each of the assignments of leases and rents from a Borrower that is an owner or lessee of Real Estate to Administrative Agent in substantially the form

delivered on the Closing Date with such changes thereto as Administrative Agent may reasonably require as a result of Applicable Law or practice, pursuant to which there shall be assigned to Administrative Agent for the benefit of the Secured Parties a security interest in the interest of such Borrower, as lessor with respect to all Leases of all or any part of such Real Estate.

“Authorized Officer” means any of the following Persons: Randall J. Bufford, Leigh Ann Barney, David Davis, Brad Williamson, Robin Barber, and Michael Bryant and such other Persons as Parent shall designate in a written notice to 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 EEA Financial Institution.

“Bail-In Legislation” means 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Balance Sheet Date” means June 30, 2019.

“Bank Account Address” has the meaning set forth in Section 7.19(d).

“Bank Product Obligations” means, collectively, all obligations and other liabilities of any Loan Party to any Bank Product Provider arising out of any Bank Products relating to the Senior Care Properties.

“Bank Product Provider” means KeyBank, any Affiliate thereof and any other Person that, at the time it provides any Bank Products to any Loan Party, is a Lender or an Affiliate of a Lender.

“Bank Products” means any of the following services provided to any Loan Party by any Bank Product Provider: (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer services, depository services (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, investment accounts and securities accounts; and (b) card services, including credit cards (including purchasing cards and commercial cards), prepaid cards, payroll, stored value and gift cards, merchant services processing, and debit card services.

“Bank Products Reserve” means a reserve which shall reduce availability under the A/R Borrowing Base Availability by, as of any date of determination, an amount equal to the aggregate amount that would be payable by any Loan Party to the Bank Product Providers in the event the Bank Product Obligations were terminated as of such date, as communicated by the Bank Product Providers to Revolving Agent or as otherwise determined by Revolving Agent in its Permitted Discretion.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.).

“Base Rate” means the greatest of (a) the fluctuating annual rate of interest announced from time to time by Administrative Agent at Administrative Agent’s Head Office as its “prime rate”, (b) one half of one percent (0.5%) above the Federal Funds Effective Rate and (c) LIBOR for an Interest Period of one (1) month plus one percent (1.00%). The rate described in clause (a) of the preceding sentence is a

reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of 12:01 a.m. on the Business Day on which such change in the Base Rate becomes effective, without notice or demand of any kind.

“Base Rate Loans” means, collectively, (a) the A/R Revolving Loans bearing interest calculated by reference to the Base Rate, (b) the Swing Loans and (c) the Real Estate Revolving Loans bearing interest calculated by reference to the Base Rate.

“Beneficial Ownership Certification” means as to a Borrower, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation which is otherwise in form and substance satisfactory to Administrative Agent or any Lender requesting the same.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate”, with respect to any Person, shall mean an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

“Borrowers” means collectively (a) the Initial Borrowers and (b) the Subsidiary Borrowers.

“Breakage Costs” means the cost incurred (or reasonably expected to be incurred) by any Lender of re-employing funds bearing interest at LIBOR in connection with (a) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable Interest Period, (b) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (c) the failure of Borrowers to draw down, on the first day of the applicable Interest Period, any amount as to which Borrowers have elected a LIBOR Rate Loan.

“Building” means, with respect to each Collateral Property, all of the buildings, structures and improvements now or hereafter located thereon, including Villa Units.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions located in the same city and State as Administrative Agent’s Head Office or in New York are required or authorized to close, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.

“Capital Reserve” means, for any four (4) fiscal quarter period, an amount equal to (a) $500 per bed (as defined in accordance with the operations conducted on the relevant Senior Care Property) multiplied by (b) the aggregate number of available beds at the Senior Care Properties (as defined in accordance with the operations conducted on the relevant Senior Care Property).

“Cash Equivalents” means, as of any date, (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one (1) year from such date, (b) time deposits and certificates of deposits having maturities of not more than one (1) year from such date and issued by any domestic commercial bank having (i) senior long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody’s or (ii) capital and surplus in excess of $100,000,000.00, (c) commercial paper rated at least A‑1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (d) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s.

“CERCLA” means the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, and federal regulations promulgated thereunder.

“CHAMPUS” means, collectively, the Civilian Health and Medical Program of the Uniformed Services, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation, and all laws, rules, regulations, manuals, orders, guidelines or requirements of any Governmental Authority pertaining to such program, including (a) all federal statutes (whether set forth in 10 U.S.C. §§ 1071-1106 or elsewhere) affecting such program, and (b) all rules, regulations (including 32 C.F.R. § 199), manuals, orders and administrative, reimbursement and other guidelines of all Governmental Authorities promulgated in connection with such program (whether or not having the force of law).

“CHAMPUS Receivable” means an Account payable pursuant to CHAMPUS.

“Change of Control” means the occurrence of any of the following without the prior written consent of Administrative Agent and the Majority Lenders, which may be granted in their sole discretion:

(a)    a merger of GAHR where GAHR is or should reasonably be deemed to be the acquired entity, including, without limitation, a transaction which results in Persons acquiring fifty percent (50%) or more of the ownership interests or voting power in GAHR, other than with a Permitted Transferee (provided that the Permitted Transfer Requirements are met, with such merger being considered a transfer thereunder);

(b)    GAHR or a Permitted Transferee fails to (i) own, directly or indirectly, free of any lien, encumbrance or other adverse claim, at least fifty-one (51%) of the economic, voting and beneficial interest of Trilogy Investors, or (ii) control Trilogy Investors and its Subsidiaries;

(c)    Trilogy Investors fails to (i) own, directly or indirectly, free of any lien, encumbrance or other adverse claim, one hundred percent (100%) of the economic, voting and beneficial interest of each Guarantor and Borrower, or (ii) control each Guarantor and Borrower;

(d)    Trilogy Healthcare Holdings fails to (i) directly own, free of any lien, encumbrance or other adverse claim, one hundred percent (100%) of the economic, voting and beneficial interest of OpCo or Trilogy Pro Services, or (ii) control OpCo or Trilogy Pro Services;

(e)    OpCo fails to (i) own, directly or indirectly, free of any lien, encumbrance or other adverse claim, one hundred percent (100%) of the economic, voting and beneficial interest of any OpCo Affiliate that is a party to a Lease, or (ii) control any OpCo Affiliate that is a party to a Lease;

(f)    Parent fails to (i) own, directly or indirectly, free of any lien, encumbrance or other adverse claim (other than the Lien of Administrative Agent granted pursuant to the Loan Documents), one hundred percent (100%) of the economic, voting and beneficial interest of each Borrower that owns or leases under a Ground Lease a Collateral Property or (ii) control any of Borrowers that own or lease under a Ground Lease a Collateral Property; or

(g)    Trilogy Pro Services fails to (i) own, directly or indirectly, free of any lien, encumbrance or other adverse claim, one hundred percent (100%) of the economic, voting and beneficial interest of Paragon or PCA, or (ii) control Paragon or PCA.

“CIT” means CIT Bank, N.A.

“CIT’s System” means CIT’s StuckyNet or other internet-based loan accounting and reporting system.

“Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 10.1 shall be satisfied or waived in a manner in accordance with this Agreement.

“CMS” means the U.S. Centers for Medicare and Medicaid Services.

“Co-Lead Arrangers” means KeyBanc Capital Markets, Inc. and Regions Capital Markets, a division of Regions Bank, acting as co-lead arrangers and co-book runners, and any successor thereof.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all of the property, rights and interests of Borrowers, Guarantors and the IGT Hospitals that are subject to the security interests, security title, liens and mortgages in favor of the Secured Parties created by the Security Documents.

“Collateral Account” means a special deposit account established by Administrative Agent pursuant to Section 12.5 and under its sole dominion and control.

“Collateral Pool Value” means, as of any date of determination for the Collateral Properties or the Villa Units, as the case may be, the aggregate Appraised Value of such Collateral Properties or Villa Units, respectively, as most recently determined under this Agreement, excluding the Appraised Value of any excess undeveloped land of any Collateral Property.

“Collateral Property” means the Real Estate that is a Senior Care Property owned by a Borrower that is leased to another Borrower that is an OpCo Affiliate and, if such Senior Care Property is an IGT Facility, subleased to an IGT Hospital, and that has been pledged to Administrative Agent pursuant to a Mortgage.

“Collections Account” means a Deposit Account maintained by one or more Borrowers with KeyBank.

“Commitment” means, with respect to each Lender, the aggregate of (a) the A/R Revolving Loan Commitment of such Lender and (b) the Real Estate Revolving Loan Commitment of such Lender.

“Commitment Increase” has the meaning set forth in Section 2.10(a).

“Commitment Increase Request Notice” has the meaning set forth in Section 2.10(a).

“Commitment Percentage” means, with respect to each Lender, the percentage set forth on Schedule 1.1(a) as such Lender’s percentage of the Total Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if any Commitments of the Lenders have been terminated as provided in this Agreement, then such Commitment Percentage of each Lender shall be determined based on the applicable Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.).

“Compliance Certificate” has the meaning set forth in Section 7.4(a)(iii)(A).

“CON” means a certificate of need or similar certificate, license or approval issued by the applicable state department of health or other applicable state regulatory agency for a Senior Care Property.

“Consolidated” means, with reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Fixed Charges” means, with respect to any period, the sum of (a) Debt Service for such period, plus all (b) Preferred Distributions of Trilogy Investors and its Subsidiaries, if any, made during such period, plus (c) cash income tax payments, and cash Distributions, in respect of income taxes of Trilogy Investors and its Subsidiaries, plus (d) rental payments made under any ground lease of Trilogy Investors and its Subsidiaries, in each case, if any, made during such period plus (e) all base rent and additional rent due and payable by Trilogy Investors and its Subsidiaries during such period. Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates shall be included in the determination of Consolidated Fixed Charges.

“Consolidated Interest Expense” means, with respect to any period, without duplication, total Interest Expense of Trilogy Investors and its Subsidiaries, determined on a Consolidated basis in accordance with GAAP for such period, plus Trilogy Investor’s Equity Percentage of the Interest Expense of its Unconsolidated Subsidiaries.

“Consolidated Net Worth” means, as of any date of determination, the result of (a) Consolidated Total Asset Value minus (b) Consolidated Total Indebtedness minus (c) Indebtedness of any Unconsolidated Affiliate of Trilogy Investors as to which the undepreciated book value, determined in accordance with GAAP, of Trilogy Investors in such Unconsolidated Affiliate is not greater than zero.

“Consolidated Total Asset Value” means the sum of (a) the total undepreciated book value, determined in accordance with GAAP, of Trilogy Investors and its Subsidiaries on a Consolidated basis, less (b) those assets identified on the balance sheet of Trilogy Investors as “right of use assets”.

“Consolidated Total Indebtedness” means all Indebtedness of Trilogy Investors and its Subsidiaries determined on a Consolidated basis.

“Construction Budget” means each budget for the construction of Villa Units on a Collateral Property through the completion date therefor delivered by Parent pursuant to Section 5.4, in form and substance reasonably satisfactory to Administrative Agent.

“Construction Costs” means the costs, fees and expenses for the construction of Villa Units on a Collateral Property set forth on the Construction Budget for such Villa Units. Construction Costs shall not include costs associated with the acquisition of land unless the applicable Villa Units are to be constructed on newly-acquired land.

“Contribution Agreement” means that certain First Amended and Restated Contribution Agreement dated as of the Closing Date among the Loan Parties.

“Conversion Request” means a notice given by Parent to Administrative Agent of Borrowers’ election to convert a Loan in accordance with Section 4.1.

“Covered Entity” shall mean 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).

“Covered Party” shall have the meaning set forth in Section 38.

“Credit and Unapplied Collection Amount” means, at any time, the sum of (a) any credit charges of any Account Debtors of Eligible Accounts that are aged greater than (i) if such Eligible Account is for Ancillary Services, one hundred twenty (120) days from the invoice date, and (ii) if such Eligible Account is for other Medical Services, one hundred fifty (150) days from the invoice date and (b) any collections that have been received by a Borrower but have not yet been applied to the invoice.

“Debt Service” means (a) Consolidated Interest Expense including interest expense attributable to Deferred Financing Leases of Trilogy Investors and its Subsidiaries (net of deferred financing fees), plus (b) all regularly-scheduled principal payments paid with respect to Indebtedness (including payments made with respect to Deferred Financing Leases) of Trilogy Investors and its Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays or defeases such Indebtedness in full and any related defeasance premiums, plus (c) each such Person’s Equity Percentage of such scheduled principal payments of its Unconsolidated Affiliates for such period.

“Default” means the occurrence of an event, which, if the giving of notice or the lapse of time or both is required, would constitute an Event of Default following such notice or lapse of time, as applicable.

“Default Rate” has the meaning set forth in Section 4.11.

“Default Right” shall have 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.

“Defaulting Lender” means any Lender that, as reasonably determined by Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such failure arises out of a good faith dispute between such Lender and either any Borrower or Administrative Agent, (b) (i) has notified any Borrower, Administrative Agent or any Lender that it does not intend to comply with its funding obligations hereunder or (ii) has made a public statement to that effect with respect to its funding obligations under other agreements generally in which it commits to extend credit, unless with respect to this clause (b), such failure is subject to a good faith dispute, (c) has failed, within two (2) Business Days after request by Administrative Agent, to confirm in a manner reasonably satisfactory to Administrative Agent that it will comply with its funding obligations; provided that, notwithstanding the provisions of Section 2.12, such Lender shall cease to be a Defaulting Lender upon Administrative Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or assets, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting

Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority (including any agency, instrumentality, regulatory body, central bank or other authority) so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person), or (iv) is the subject of a Bail-In Action. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.12(g)) upon delivery of written notice of such determination to Parent and each Lender.

“Deferred Financing Lease” means a lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP (excluding any Leases between Wholly-Owned Subsidiaries of Trilogy Investors).

“Deposit Account” means a deposit account (as that term is defined in the UCC).

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

“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 relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) above, the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include Administrative Agent or any Lender).

“Directions” has the meaning set forth in Section 14.14.

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

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

“Domestic Lending Office” means, initially, the office of each Lender designated as such on Schedule 1.1(a); thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.

“Domestic Subsidiary” of any Person, means any Subsidiary of such Person that is organized or incorporated in the United States or any State or territory thereof.

“Drawdown Date” means the date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Maturity Date is converted in accordance with Section 4.1.

“EBITDA” means, with respect to any Person and its Subsidiaries with respect to any period (without duplication), Net Income on a Consolidated basis, in accordance with GAAP plus, only to the extent deducted in determination of such Net Income: (a) depreciation and amortization expense; (b) Consolidated Interest Expense; (c) income tax expense; and (d) extraordinary or non-recurring losses and costs (including losses on the sale of assets); and minus: only to the extent included in determination of such Net Income, extraordinary or non-recurring gains (including gains on the sale of assets or payment of Indebtedness); provided, however, that straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R shall be excluded from the calculation of EBITDA.

“EIK” means Trilogy Management Services, LLC, a Delaware limited liability company.

“EIK Manager” means EIK and any other eligible independent contractor approved by the Majority Lenders (such approval not to be unreasonably withheld, delayed or conditioned) that shall manage the Collateral Properties. On the Closing Date, EIK Manager shall be EIK.

“Eligible Accounts” means those Accounts created by a Borrower or an IGT Hospital in the ordinary course of its business, that arise out of such Borrower’s (including on behalf of an IGT Hospital pursuant to an IGT Transaction) sale of goods or rendition of Medical Services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Revolving Agent in Revolving Agent’s Permitted Discretion to address the results of any field examination performed by (or on behalf of) Revolving Agent from time to time after the Closing Date; and provided, further, that Revolving Agent shall endeavor to provide written notice to Borrowers and Administrative Agent not less than three (3) Business Days prior to the date on which any such eligibility criteria are revised (except such notice shall not be required if an Event of Default exists). In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, and rebates. Eligible Accounts shall not include the following:

(a)    Accounts that the Account Debtor has failed to pay within (i) if such Account is for Ancillary Services, one hundred twenty (120) days after the original invoice date, and (ii) if such Account is for other Medical Services, one hundred fifty (150) days after the original invoice date;

(b)    Accounts owed by an Account Debtor (or its Affiliates) (other than Government Receivables generated under Medicare or Medicaid) where fifty percent (50%) or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above;

(c)    Accounts that have not been invoiced within thirty (30) days (or in a timely manner in accordance with the normal invoicing policies and timing procedures of such Borrower but in any event within sixty (60) days) following the date that goods are sold or services are provided;

(d)    Accounts with respect to which the Account Debtor is a natural person, any Loan Party, an Affiliate of any Loan Party, any IGT Hospital or any Subsidiary thereof, or an employee or agent of any Loan Party, any IGT Hospital or any Subsidiary thereof or any Affiliate of any Loan Party;

(e)    Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(f)     Accounts that are not payable in Dollars;

(g)    Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof;

(h)    Accounts with respect to which the Account Debtor is not a Third Party Payor;

(i)    Accounts with respect to which the Account Debtor is a creditor of a Borrower or an IGT Hospital, has or has asserted a right of recoupment, setoff, defense, counterclaim, deduction, discount, credit, chargeback, allowance or adjustment of any kind, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment, setoff, defense, counterclaim, deduction, discount, credit, chargeback, allowance, adjustment or dispute;

(j)    Accounts with respect to an Account Debtor (other than Government Receivables generated under Medicare or Medicaid) whose total obligations owing to Borrowers and IGT Hospitals exceed ten percent (10%) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Revolving Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;

(k)    Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;

(l)    Accounts, the collection of which Revolving Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s financial condition; provided, that Revolving Agent shall endeavor to provide three (3) Business Days’ prior written notice of such determination to Borrowers (except such notice shall not be required during an Event of Default);

(m)    Accounts that are not subject to a valid and perfected first priority Lien in favor of Administrative Agent, or, with respect to IGT Accounts, such IGT Accounts that are not subject to a valid and perfected first priority IGT Lien in favor of both (i) the applicable IGT Borrower, which IGT Lien has been assigned to Administrative Agent, and (ii) Administrative Agent;

(n)    Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the Medical Services giving rise to such Account have not been performed and billed to the Account Debtor;

(o)    Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity;

(p)    Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable Borrower or IGT Hospital of the subject contract for goods or Medical Services;

(q)    Accounts arising out of a cost report settlement or expected settlement;

(r)    Accounts owned by a target acquired in connection with an acquisition permitted under Section 8.3 or owned by a Subsidiary of OpCo, in each case if such target or Subsidiary becomes a Borrower under the Loan Documents in accordance with the terms and conditions of Section 5.5(a) or 5.5(b), until the completion of an appraisal and field examination with respect to such target or Subsidiary, as applicable, in each case, reasonably satisfactory to Revolving Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition or the joinder of such target or Subsidiary as a Borrower);

(s)    the Account represents amounts owing with respect to any IGT UPL Payment or IGT UPL Account;

(t)    the Account represents amounts owing to any IGT Borrower by an IGT Hospital with respect to any IGT Fees;

(u)    Accounts of any IGT Hospital if any Insolvency Proceeding has been commenced by or against such IGT Hospital;

(v)    Accounts that are pending Medicaid approval by the applicable Governmental Authority for a period in excess of thirty (30) days;

(w)    the Account includes late charges or finance charges (but only such portion of the Account shall be ineligible);

(x)    the Account is subject to a Lien other than a Permitted Lien and liens described in clause (m) above;

(y)    the Account is not evidenced by an invoice, statement or other documentary evidence satisfactory to Revolving Agent in its Permitted Discretion;

(z)    Accounts owed by a Private Payor; or

(aa)    any Person denies that it has any liability or obligation under any Intercreditor Agreement to which it is a party relating to such Account, or shall notify Administrative Agent, Revolving Agent or any of the Lenders of such Person’s intention to attempt to cancel or terminate such Intercreditor Agreement relating to such Account, or shall fail to observe or comply with any term, covenant, condition or agreement under such Intercreditor Agreement relating to such Account.

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“Eligible Owned Real Estate” means Real Estate (other than Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability) one hundred percent (100%) directly owned by a Borrower:

(a)    that is located within the mainland United States;

(b)    that is (i) improved by an operating income-producing Senior Care Property leased by such Borrower to another Borrower that is an OpCo Affiliate, (ii) operated and managed by EIK Manager and (iii) not a “special focus facility” as determined by CMS;

(c)    as to which all of the representations set forth in this Agreement and the other Loan Documents concerning the subject Real Estate are true and correct in all material respects;

(d)    as to which Administrative Agent has received and approved in its reasonable discretion all Eligible Owned Real Estate Qualification Documents, or will receive and approve them prior to inclusion of such Real Estate as a Collateral Property; and

(e)    with respect to any Real Estate acquired by a Borrower after the Closing Date that is not listed on Schedule 1.1(b), as to which, notwithstanding anything to the contrary contained herein, Administrative Agent and the Majority Real Estate Revolving Loan Lenders have approved for inclusion in the Real Estate Borrowing Base Availability.

“Eligible Owned Real Estate Qualification Documents” means the items set forth on Schedule 10.10.

“Eligible Villa Unit” means a Villa Unit one hundred percent (100%) directly owned by a Borrower:

(a)    located on Eligible Owned Real Estate that is a Collateral Property;

(b)    that will be, upon completion of construction thereof, (i) leased by such Borrower to another Borrower that is an OpCo Affiliate, (ii) operated and managed by EIK Manager and (iii) not a “special focus facility” as determined by CMS;

(c)    as to which all of the representations set forth in this Agreement and the other Loan Documents concerning the subject Villa Unit are true and correct in all material respects;

(d)    as to which Administrative Agent has received and approved all Eligible Villa Unit Qualification Documents, or will receive and approve them prior to inclusion of such Villa Units in the calculation of Real Estate Borrowing Base Availability; and

(e)    with respect to any Villa Units acquired by a Borrower after the Closing Date that are not listed on Schedule 1.1(c), as to which, notwithstanding anything to the contrary contained herein, Administrative Agent and the Majority Real Estate Revolving Loan Lenders have approved for inclusion in the Real Estate Borrowing Base Availability.

“Eligible Villa Unit Qualification Documents” means the items set forth on Schedule 10.11.

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by any Loan Party or any ERISA Affiliate, other than a Multiemployer Plan.

“Environmental Engineer” means any firm of independent professional engineers or other professionals experienced in the detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to Administrative Agent in its reasonable discretion.

“Environmental Laws” means as defined in the Indemnity Agreement.

“Environmental Reports” has the meaning set forth in Section 6.19.

“EPA” has the meaning set forth in Section 6.19(b).

“Equity Interests” means, with respect to any Person, (a) any share of capital stock of (or other ownership or profit interests in) such Person, (b) any warrant, option or other right for the purchase or other acquisition from such Person of (i) any share of capital stock of (or other ownership or profit interests in) such Person, or (ii) 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 whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination, and (c) any other ownership or profit interest in such Person (including partnership, member or trust interests therein), whether, in each case of clauses (a), (b) and (c), voting or nonvoting.

“Equity Offering” means the issuance and sale after the Closing Date by Trilogy Investors or its Subsidiaries of any equity securities of such Person (other than equity securities issued to Trilogy Investors or any one or more of its Subsidiaries in their respective Subsidiaries).

“Equity Percentage” means the aggregate ownership percentage of any Person or its Subsidiaries in each Unconsolidated Affiliate, which shall be calculated as the greater of (a) such Person’s direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) such Person’s direct or indirect economic ownership interest in the Unconsolidated Affiliate reflecting such Person’s current allocable share of income and expenses of the Unconsolidated Affiliate.

“ERISA” means the Employee Retirement Income Security Act of 1974 and all federal regulations and formal guidelines issued by a Governmental Authority thereunder.

“ERISA Affiliate” means any Person which is treated as a single employer with any Loan Party and its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA and any predecessor entity of any of them.

“ERISA Reportable Event” means a reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived or any other event with respect to which a Loan Party or an ERISA Affiliate could have liability under Section 4062(e) or Section 4063 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” has the meaning set forth in Section 12.1.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Excluded Hedge Obligation” means, with respect to any Borrower or any Guarantor, any Hedge Obligation, if, and to the extent that, all or a portion of the guarantee of such Borrower or such Guarantor of, or the grant by such Borrower or such Guarantor of a security interest to secure, such Hedge Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Borrower or such Guarantor’s failure for any reason to constitute an Eligible Contract Participant at the time the guarantee of such Borrower or such Guarantor or the grant of such security interest becomes effective with respect to such Hedge Obligation. If a Hedge Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Hedge Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“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 or its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by Borrowers under Section 4.14 as a result of costs sought to be reimbursed pursuant to Section 4.3) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.3, 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 4.3(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Exiting Lenders” has the meaning set forth on the signature pages hereto.

“Expected Net Value” means percentages that Revolving Agent deems necessary or appropriate, in its Permitted Discretion, adjusted from time to time to reduce Eligible Accounts by payor class (e.g., Medicare, Medicaid, commercial insurance, etc.) based upon Borrowers’ historical collection history, contractual allowances, returns, rebates, discounts, credits and other allowances that may result in the non-payment or diminution in value of Eligible Accounts.

“Extension Request” has the meaning set forth in Section 2.11(a).

“Facility Occupancy Report” means a monthly report prepared by EIK Manager or Borrowers showing each Senior Care Property’s average daily census, number of days billed and average rate billed for patients or residents under each payor type (Medicare, Medicaid, private pay, etc.), in substantially the form presented to Administrative Agent on or immediately prior to the Closing Date or in such other form as may be reasonably acceptable to Administrative Agent.

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

agreements to implement such Sections of the Code entered into between any relevant Governmental Authorities on behalf of the United States and such jurisdiction.

“FDA” means the U.S. Food and Drug Administration and any Governmental Authority successor thereto.

“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate”, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by Administrative Agent from three (3) Federal funds brokers of recognized standing selected by Administrative Agent.

“FF&E Leases” has the meaning set forth in Section 8.1.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Real Estate Revolving Loan Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Real Estate Revolving Loan Lenders or cash collateral or other credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof, and (b) with respect to the Swing Loan Lender, such Defaulting Lender’s Real Estate Revolving Loan Commitment Percentage of the outstanding Real Estate Swing Loans and such Defaulting Lender’s A/R Revolving Loan Commitment Percentage of the outstanding A/R Swing Loans, as applicable, other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as applicable, repaid by Borrowers or for which cash collateral or other credit support acceptable to the Swing Loan Lender shall have been provided in accordance with the terms hereof.

“Funds from Operations” means, with respect to any Person for any period, on a Consolidated basis, an amount equal to (a) the Net Income of such Person computed in accordance with GAAP, calculated without regard to gains (or losses) from debt restructuring and sales of property during such period, plus (b) depreciation with respect to such Person’s real estate assets and amortization (other than amortization of deferred financing costs) of such Person for such period, all after adjustment for unconsolidated partnerships and joint ventures, plus (c) expenses (not otherwise capitalized) associated with upfront costs of acquisitions. Adjustments for Unconsolidated Affiliates will be calculated to reflect funds from operations on the same basis. Without limiting the foregoing, Funds from Operations shall be calculated in accordance with NAREIT policies.

“GAAP” means principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (b) consistently applied.

“GAHR” means Griffin-American Healthcare REIT III Inc., a Maryland corporation.

“GAHR Operating Partnership” means Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership.

“Government Receivables” means, collectively, any and all Accounts which are (a) Medicare Receivables, (b) Medicaid Receivables, (c) TRICARE Receivables, (d) CHAMPUS Receivables or (e) any other Accounts payable by a Governmental Authority approved by Revolving Agent in its Permitted Discretion.

“Governmental Authority” means any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi‑governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility, including any agency, branch or other governmental body charged with the responsibility or vested with the authority to administer or enforce any Healthcare Laws.

“Ground Lease” means a ground lease of a Collateral Property pursuant to which a Borrower has a leasehold interest in a Collateral Property, each such Ground Lease, other than that certain Ground Lease dated December 27, 1999, by and between Schleters’, LLC, an Indiana limited liability company, as ground lessor, and Trilogy Real Estate of Seymour, LLC, a Delaware limited liability company, as tenant, demising the real property located at 1675 West Tipton Street, Seymore, Indiana 47274-8659, consisting of approximately 5.913 acres, to be in form and substance reasonably satisfactory to Agent.

“Ground Lessor” means the applicable owner of the fee interest in a Collateral Property that is subject to a Ground Lease.

“Guaranteed Pension Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA maintained or contributed to by any Loan Party or any ERISA Affiliate, the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

“Guarantor” means Trilogy Investors, Trilogy Healthcare Holdings, Trilogy Pro Services and OpCo, and collectively all of them.

“Guaranty” means the Unconditional Guaranty of Payment and Performance dated as of the Closing Date executed by Guarantor in favor of Administrative Agent for the benefit of the Secured Parties.

“Hazardous Substances” has the meaning set forth in the Indemnity Agreement.

“Healthcare Investigations” means any written inquiries, investigations, probes, audits, reviews or proceedings concerning the business affairs, practices, licensing or reimbursement entitlements of any Borrower, EIK Manager or any other Operator to the extent relating to the Collateral Properties or the operations of a Senior Care Property by any Governmental Authority or third party Person engaged thereby (including written inquiries involving the Comprehensive Error Rate Testing and any written inquiries, investigations, probes, audits, reviews or proceedings initiated by any Fiscal Intermediary/Medicare Administrator Contractor, any Medicaid Integrity Contractor, any Recovery Audit Contractor, any Program Safeguard Contractor, any Zone Program Integrity Contractor, any Medicaid Fraud Control Unit, any Attorney General, any Department of Insurance, the Office of Inspector General, the Department of Justice, the CMS or any similar governmental agency or contractor for such agency).

“Healthcare Laws” means all applicable state and federal statutes, codes, ordinances, orders, rules and regulations relating to (a) patient healthcare or patient healthcare information, including HIPAA, the Health Information Technology for Economic Clinical Health Act provisions of the American Recovery and Investment Act of 2009 and the respective rules and regulations promulgated thereunder by

any Governmental Authority, and all other applicable state and federal laws regarding the privacy and security of protected health information and other confidential patient information, (b) the establishment, construction, ownership, operation, licensure, use or occupancy of any Collateral Property or any part thereof as a healthcare facility, as the case may be, (c) Medicaid Regulations and Medicare Regulations including all conditions of participation pursuant to Medicare or Medicaid certification, and (d) all applicable state and federal statutes, codes, ordinances, orders, rules, and regulations relating to fraud and abuse, including Public Law No. 111-148 (2010) (Patient Protection and Affordable Care Act, as amended, commonly referred to as the “PPACA”), Section 1128B(b) of the Social Security Act, 42 U.S.C. Sections 1320a-7, 1320a-7(a) and 1320a-7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute,” and Section 1877 of the Social Security Act, 42 U.S.C. Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Law,” Section 1128A of the Social Security Act, as amended, 42 U.S.C. Section 1320q-7(a) (Civil Monetary Penalties), commonly referred to as the “Civil Monetary Penalties Law,” and 31 U.S.C. Section 3729-33, commonly referred to as the “False Claims Act”.

“Hedge Obligations” means all obligations of any Borrower thereof to any Lender Hedge Provider under any agreement with respect to a Derivatives Contract, any agreement with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure relating to the Obligations, and any confirming letter executed pursuant to such hedging agreement and which shall include any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, all as amended, restated or otherwise modified. Under no circumstances shall any of the Hedge Obligations secured or guaranteed by any Loan Document as to a Borrower or a Guarantor include any obligation that constitutes an Excluded Hedge Obligation of such Borrower or such Guarantor or that relates to obligations unrelated to the Loans.

“HHS” has the meaning set forth in the definition of Medicare Regulations.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and any and all rules or regulations promulgated by any Governmental Authority from time to time thereunder.

“IGT Accounts” means the Accounts of an IGT Hospital generated by the IGT Facility leased to such IGT Hospital and operated by an IGT Borrower pursuant to the IGT Documents to which such IGT Hospital and such IGT Borrower are a party.

“IGT Borrowers” means, collectively, (a) Borrowers party to IGT Transactions as of the Closing Date that have complied with the requirements of Section 7.30(a) and (b) the Borrowers that enter into IGT Transactions after the Closing Date in accordance with the terms and conditions of Section 7.30(b).

“IGT Documents” means, collectively, those certain sublease agreements, management agreements, intangible property license agreements, security agreements, operations transfer agreements and assignment and assumption of admission agreements, authorization to occupy/licenses to which the IGT Borrowers and the IGT Hospitals are parties, and all other agreements, instruments, licenses, valuations and other documents executed in connection therewith, each of which, to the extent executed after the Closing Date, comply with the terms of Section 7.30 applicable thereto and are otherwise in form and substance reasonably satisfactory to Administrative Agent.

“IGT Facilities” means, collectively, (a) the Senior Care Properties subject to IGT Transactions as of the Closing Date so long as the requirements of Section 7.30(a) have been satisfied with respect to such Senior Care Properties and (b) any additional Senior Care Properties subject to IGT Transactions after the Closing Date in accordance with the terms and conditions of Section 7.30(b).

“IGT Fees” means, collectively, the management fees, rent and royalty fees due to the IGT Borrowers in connection with the IGT Transactions.

“IGT Hospital” means a government-owned hospital party to an IGT Transaction that complies with the requirements of Section 7.30.

“IGT Lien” means the first priority Liens granted by an IGT Hospital under an IGT Security Agreement to (a) the applicable IGT Borrowers (and assigned to Administrative Agent) and (b) Administrative Agent, in each case on the IGT Accounts (other than IGT UPL Payments) of such IGT Hospital, the Deposit Accounts into which payments of such IGT Accounts are deposited and certain other collateral described in the IGT Documents to which such IGT Hospital is a party.

“IGT Obligations” means all of the obligations, liabilities and duties of an IGT Hospital under the IGT Documents to which such IGT Hospital is a party, including the management fees, rent and royalty fees due to the IGT Borrowers party to such IGT Documents.

“IGT Security Agreement” means, with respect to each IGT Hospital, the security agreement, by and among such IGT Hospital, as grantor, and Administrative Agent and the applicable IGT Borrower, as secured parties.

“IGT Transaction” means the following transactions: (a) lease of an IGT Facility by an IGT Borrower to an IGT Hospital; (b) the license of certain government permits and approvals and intellectual property relating to such IGT Facility from an IGT Borrower to such IGT Hospital; (c) the management of such IGT Facility by an IGT Borrower on behalf of such IGT Hospital, and the submanagement of such IGT Facility by EIK Manager; (d) the advance of Permitted IGT Loans; and (e) the granting of a first priority IGT Lien by such IGT Hospital to Administrative Agent and to the applicable IGT Borrower in connection with the obligations of such IGT Hospital under the foregoing transactions.

“IGT UPL Accounts” means the Accounts of an IGT Hospital representing IGT UPL Payments.

“IGT UPL Payment” means any “upper payment limit” (as defined by CMS or Medicaid regulations) payment received or accrued by an IGT Hospital in connection with an IGT Facility or an IGT Transaction.

“Implied Debt Service” means, on any date of determination, an amount equal to the annual principal and interest payment sufficient to amortize in full during a thirty (30) year period, a loan in an amount equal to the sum of the aggregate outstanding principal balance of the Real Estate Revolving Loans, Letter of Credit Liabilities and Real Estate Swing Loans obtained pursuant to clause (a) or clause (b) of the definition of Real Estate Borrowing Base Availability, as applicable, as of such date, calculated using an interest rate equal to the greater of (a) the then current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination as determined by Administrative Agent plus two and one-half percent (2.50%), (b) six percent (6.00%) per annum, and (c) the blended current effective interest rate (including any spread or margin) applicable to the Real Estate Revolving Loans.

“Increase Effective Date” has the meaning set forth in Section 2.10(a).

“Increase Joinder” has the meaning set forth in Section 2.10(c)(i).

“Increase Notice” has the meaning set forth in Section 2.10(a).

“Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication), if any: (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than one hundred twenty (120) days past due); (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 services rendered; (c) obligations of such Person as a lessee or obligor under a Deferred Financing Lease and guaranties thereof; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all obligations of such Person in respect of Synthetic Leases; (f) 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 solely by the issuance of Equity Interests); (g) net obligations under any Derivatives Contract, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violations of “special purpose entity” covenants, voluntary or involuntary bankruptcies and other similar exceptions to recourse liability until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (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 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; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage) of any Unconsolidated Affiliate of such Person. “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141, as issued by the Financial Accounting Standards Board in June of 2001 and shall not include intercompany liabilities arising in the ordinary course of business, including for cash management purposes. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venture only to the extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness 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 any Borrower or any Guarantor under any Loan Document to which it is a party and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes.

“Indemnity Agreement” means that certain First Amended and Restated Indemnity Agreement Regarding Hazardous Materials dated as of the Closing Date made by Borrowers and Guarantors in favor of Administrative Agent and the Lenders.

“Initial Borrowers” has the meaning set forth in the Preamble.

“Insolvency Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of any Insolvency Law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Insurer” means any non-individual Person, other than a Governmental Authority (including Medicare, Medicaid and TRICARE), located in the United States which, in the ordinary course of its business or activities, agrees to pay for healthcare goods and services received by individuals at a Collateral Property, including a commercial insurance company, a nonprofit insurance company (such as a Blue Cross/Blue Shield entity), an employer or union who self-insures for employee or member health insurance, an HMO and a PPO.

“Intercreditor Agreements” means any intercreditor agreement or subordination agreement to which Administrative Agent is a party in connection with the Real Estate, the Accounts or the Obligations.

“Interest Expense” means, with respect to any period, with respect to any Person and its Subsidiaries or any Real Estate, as applicable, without duplication, total interest expense accruing or paid on Indebtedness of such Person and its Subsidiaries or such Real Estate, as applicable, on a Consolidated basis, during such period (including interest expense attributable to Deferred Financing Leases and amounts attributable to interest incurred under Derivatives Contracts, but excluding, to the extent non-cash, amortization of defeasance financing costs and charges, and non-cash charges relating to Hedge Obligations), determined in accordance with GAAP, and including (without duplication) the Equity Percentage of Interest Expense for the Unconsolidated Affiliates of such Person and its Subsidiaries. Interest Expense shall not include capitalized interest funded under a construction loan by an interest reserve.

“Interest Payment Date” means, (a) as to each Base Rate Loan, to the extent applicable, the first day of each calendar month during the term of such Loan, the date of any prepayment of such Loan or portion thereof and on the Maturity Date, and (b) as to each LIBOR Rate Loan, to the extent applicable, the last day of each Interest Period therefor, the date of any prepayment of such Loan or portion thereof and on the Maturity Date; provided, however, in the case of clause (b) above, if any Interest Period for a LIBOR Rate Loan exceeds one (1) month, interest shall also be payable with respect to such LIBOR Rate Loans on the first day of each calendar month during the term of such Loan.

“Interest Period” means, with respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending one (1), two (2), three (3) or six (6) months thereafter, and (b) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one (1) of the periods set forth above, as selected by Parent on behalf of Borrowers in a Loan Request or, to the extent applicable, Conversion/Continuation Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(a)    if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day;

(b)    if Borrowers shall fail to give notice of conversion as provided in Section 4.1, Borrowers shall be deemed to have requested a continuation of an affected LIBOR Rate Loan that has an Interest Period of (i) one (1), two (2) or three (3) months as a LIBOR Rate Loan with an Interest Period the same as the expiring LIBOR Rate Loan, and (ii) six (6) months as a LIBOR Rate Loan with an Interest Period of one (1) month, in each case, on the last day of the then current Interest Period with respect thereto;

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

(d)    no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date.

“Investments” means, with respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business), or extensions of credit to, or contributions to the capital of, any other Person (other than any other Borrower), all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property; provided, however, that the term “Investment” shall not include (x) equipment, inventory and other tangible personal property acquired for use in Borrowers’ business, or (y) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented as a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof.

“IRS” means the United States Internal Revenue Service.

“Issuing Lender” means KeyBank in its capacity as the Real Estate Revolving Loan Lender issuing the Letters of Credit and any successor thereto.

“Joinder” means a joinder and supplement with respect to this Agreement, the Notes, the Contribution Agreement and the Indemnity Agreement to be executed and delivered pursuant to Section 7.20 by a Subsidiary of any Borrower or by any new Borrower pursuant to Section 5.5(a) or Section 5.5(b), such Joinder to be in the form of Exhibit D.

“Key Principal” means Randall J. Bufford or Leigh Ann Barney and any other Person approved after the Closing Date by Majority Lenders as provided in Section 7.22.

“KeyBank” has the meaning set forth in the Preamble.

“KeyBanc” means KeyBanc Capital Markets, Inc., in its capacity as a Co-Lead Arranger, and any successor thereof.

“Lease Default” has the meaning set forth in Section 6.35.

“Leasehold Property” means a property that is leased by a Borrower from a third party who is not also a Borrower.

“Leases” means leases, licenses, subleases, sublicenses and occupancy agreements (other than occupancy agreements with patients or residents and Permitted Subleases), whether written or oral, relating to the use or occupation of space in any Building or of any Real Estate, including all leases between one or more Borrowers and one or more OpCo Affiliates, which leases shall be in a form approved by Administrative Agent with such changes thereto (i) permitted hereunder, (ii) requested by Borrowers that are reasonably satisfactory to Administrative Agent or (iii) as Administrative Agent may require as a result of Applicable Law.

“Lender Hedge Provider” means, with respect to any Hedge Obligations, KeyBank, any Affiliate thereof and any other counterparty thereto that, at the time the applicable hedge agreement was entered into with Borrower, was a Lender or an Affiliate of a Lender.

“Lenders” means KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to Section 18 (but not including any participant as described in Section 18). Each of the Issuing Lender and the Swing Loan Lender (as to Real Estate Swing Loans) shall be a Real Estate Revolving Loan Lender, as applicable. The Swing Loan Lender, as to A/R Swing Loans, shall be an A/R Revolving Loan Lender, as applicable.

“Letter of Credit” means any standby letter of credit issued at the request of a Borrower and for the account of a Borrower in accordance with Section 2.9.

“Letter of Credit Commitment” means an amount equal to Fifteen Million and No/100 Dollars ($15,000,000.00), as the same may be changed from time to time in accordance with the terms of this Agreement.

“Letter of Credit Liabilities” means at any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been repaid (including repayment by a Real Estate Revolving Loan). For purposes of this Agreement, a Real Estate Revolving Loan Lender (other than the Real Estate Revolving Loan Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest in the related Letter of Credit under Section 2.9, and the Real Estate Revolving Loan Lender acting as the Issuing Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Real Estate Revolving Loan Lenders other than the Real Estate Revolving Loan Lender acting as the Issuing Lender of their participation interests under Section 2.9.

“Letter of Credit Request” has the meaning set forth in Section 2.9(a).

“LIBOR” means, for any LIBOR Rate Loan for any Interest Period, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of that rate) or a comparable or successor rate which is approved by Administrative Agent as shown in Reuters Screen LIBOR 01 Page (or any successor service, or if such Person no longer

reports such rate as determined by Administrative Agent, by another commercially available source providing such quotations approved by Administrative Agent) at which deposits in U.S. dollars are offered by first-class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service or such other Person approved by Administrative Agent described above no longer reports such rate or Administrative Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Administrative Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Loan. For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. Notwithstanding the foregoing, if the rate shown on Reuters Screen LIBOR01 Page (or any successor service designated pursuant to this definition) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“LIBOR Business Day” means any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.

“LIBOR Lending Office” means, initially, the office of each Lender designated as such on Schedule 1.1(a); thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans.

“LIBOR Rate Loans” means those Loans bearing interest calculated by reference to LIBOR.

“LIBOR Termination Date” has the meaning set forth in Section 4.15.

“Lien” has the meaning set forth in Section 8.2.

“LLC Division” means in the event any Borrower or any Guarantor is a limited liability company, (i) the division of any such Borrower or any such Guarantor into two or more newly formed limited liability companies (whether or not any such Borrower or any such Guarantor is a surviving entity following any such division) pursuant to, in the event any such Borrower or any such Guarantor is organized under the laws of the State of Delaware, Section 18-217 of the Delaware Limited Liability Company Act or, in the event any such Borrower or any such Guarantor is organized under the laws of a State or Commonwealth of the United States (other than Delaware) or of the District of Columbia, any similar provision under any similar act governing limited liability companies organized under the laws of such State or Commonwealth or of the District of Columbia, or (ii) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Authority that results or may result in, any such division.

“Loan” and “Loans” means an individual loan or the aggregate loans (including a Swing Loan, a Real Estate Revolving Loan and an A/R Revolving Loan (or Loans)), as the case may be, in the maximum principal amount of the Total Commitment. All Loans shall be made in Dollars. Amounts drawn under a Letter of Credit shall also be considered Real Estate Revolving Loans as provided in Section 2.9.

“Loan Documents” means this Agreement, the Notes, the Guaranty, the Security Documents, the Administrative Agent Fee Letter, the Revolving Agent Fee Letter, each Subordination of Management Agreement, each Letter of Credit Request, each A/R Borrowing Base Certificate, each Real Estate Borrowing Base Certificate, the Intercreditor Agreements and all other documents, instruments or

agreements now or hereafter executed by any Loan Party or delivered to Administrative Agent or any Lender by any Loan Party in connection with any of the foregoing or the Loans.

“Loan Parties” means, collectively, Borrowers and Guarantors.

“Loan Request” has the meaning set forth in Section 2.6.

“Majority A/R Revolving Loan Lenders” means as of any date, the A/R Revolving Loan Lender or A/R Revolving Loan Lenders whose aggregate A/R Revolving Loan Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the A/R Revolving Loan Commitment Percentages of the A/R Revolving Loan Lenders shall be re-determined for voting purposes only to exclude the A/R Revolving Loan Commitment Percentages of such Defaulting Lenders.

“Majority Lenders” means as of any date, the Lender or Lenders whose aggregate Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be re-determined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders.

“Majority Real Estate Revolving Loan Lenders” means as of any date, the Real Estate Revolving Loan Lender or Real Estate Revolving Loan Lenders whose aggregate Real Estate Revolving Loan Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Real Estate Revolving Loan Commitment Percentages of the Real Estate Revolving Loan Lenders shall be re-determined for voting purposes only to exclude the Real Estate Revolving Loan Commitment Percentages of such Defaulting Lenders.

“Management Agreements” means agreements to which any Person, including EIK Manager, is a party, whether written or oral, providing for the management of Real Estate or any portion thereof with a Borrower (including relating to the IGT Hospitals in connection with IGT Transactions).

“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 (but prior to the date 180 days after the Maturity Date (after giving effect to all potential extensions thereof as provided in Section 2.11)) (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), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock at the option of the holder thereof, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests).

“Material Acquisition” means the acquisition by Borrowers or their Subsidiaries of Leasehold Properties from Conficare, DMK and Ramsey for a gross purchase price equal to or in excess of $150,000,000.00.

“Material Adverse Effect” means (a) a material adverse effect on (i) the business, properties, assets, condition (financial or otherwise) or results of operations of Borrowers, taken as a whole, or Guarantors, taken as a whole, (ii) the ability of any Guarantor or three (3) or more Borrowers to perform any of its or their material obligations under the Loan Documents, (iii) the validity or enforceability of any

of the Loan Documents or the creation, perfection and priority of any Liens of Administrative Agent in the Collateral, or (iv) the rights or remedies of Administrative Agent, Revolving Agent or the Lenders thereunder; and (b) with respect to a Senior Care Property, a material adverse effect on the business, properties, assets, condition (financial or otherwise) or results of operations of such Senior Care Property.

“Maturity Date” means September 5, 2023, as such date may be extended as provided in Section 2.11, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.

“Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. § 1396 et seq.) and any statutes succeeding thereto.

“Medicaid Provider Agreement” means an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier, under which the health care provider or supplier agrees to provide services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

“Medicaid Receivable” means any Account with respect to which the obligor is a state or, to the extent provided by law, the United States acting through a state’s Medicaid agency that arises out of charges reimbursable to any Borrower or, with respect to an IGT Facility, an IGT Hospital under Medicaid.

“Medicaid Regulations” means, collectively, (a) all federal statutes set forth in Title XIX of the Social Security Act affecting Medicaid, (b) all applicable provisions of all federal rules, regulations, and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above, (c) all state statutes for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above, and (d) all applicable provisions of all rules, regulations, and orders of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (c) above.

“Medicare” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. § 1995 et seq.) and any statutes succeeding thereto.

“Medical Services” means (a) Ancillary Services and (b) medical and health care items, services or supplies provided to a patient, including physician services, nurse and therapist services, dental services, hospital services, skilled nursing facility services, comprehensive outpatient rehabilitation services, home health care services, residential and out-patient behavioral healthcare services, and medicine or health care equipment provided by Borrower to a patient for a valid and proper medical or health purpose.

“Medicare Provider Agreement” means an agreement entered into between CMS (or other such entity administering the Medicare program on behalf of the CMS) and a health care provider or supplier, under which such health care provider or supplier agrees to provide services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

“Medicare Receivable” means any Account with respect to which the obligor is the United States that arises out of charges reimbursable to any Borrower or, with respect to an IGT Facility, an IGT Hospital under Medicare.

“Medicare Regulations” means, collectively, all federal statutes set forth in Title XVIII of the Social Security Act affecting Medicare, together with all applicable provisions of all rules, regulations, and orders having the force of law of all applicable Governmental Authorities (including Health and Human

Services (“HHS”), CMS, the Office of the Inspector General for HHS, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law.

“Michigan Lessee” means each OpCo Affiliate that is a lessee of a Collateral Property located in the State of Michigan.

“Minimum REIT Distributions” has the meaning set forth in Section 9.5.

“Moody’s” means Moody’s Investor Service, Inc.

“Mortgages” means the mortgages, deeds to secure debt or deeds of trust from one or more Borrowers to Administrative Agent for the benefit of Administrative Agent and the other Secured Parties (or to trustees named therein acting on behalf of Administrative Agent for the benefit of Administrative Agent and the other Secured Parties) in substantially the form as delivered to Administrative Agent on the Closing Date with such changes thereto as Administrative Agent may reasonably require as a result of Applicable Law or practice, pursuant to which such Borrower or Borrowers has conveyed or granted a mortgage lien upon or a conveyance in fee simple (or of a leasehold, if applicable) of any Collateral Property and the OpCo Affiliate’s leasehold interest, as security for the Obligations.

“Multiemployer Plan” means any multiemployer plan within the meaning of Section 3(37) of ERISA maintained or contributed to by any Loan Party or any ERISA Affiliate.

“Net Income” means, with respect to any Person (or any asset of any Person) with respect to any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

“Net Offering Proceeds” means the gross cash proceeds received by Trilogy Investors or any of its Subsidiaries as a result of an Equity Offering less the customary and reasonable costs and expenses paid by Trilogy Investors or such Subsidiary in connection therewith. Net Offering Proceeds shall not include cash proceeds received by Trilogy Investors as a result of an investment by a joint venture partner.

“Non-Consenting Lender” has the meaning set forth in Section 18.8.

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

“Non-Recourse Exclusions” means, with respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non‑recourse limitations governing such Indebtedness, including exclusions for claims that (a) are based on fraud, intentional or material misrepresentation, misapplication of funds, gross negligence or willful misconduct, (b) result from intentional mismanagement of or waste at the Real Estate securing such Non-Recourse Indebtedness, (c) arise from the presence of Hazardous Substances on the Real Estate securing such Non-Recourse Indebtedness, (d) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document) or (e) result from such Person or its assets becoming the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding.

“Non-Recourse Indebtedness” means, with respect to a Person, (a) Indebtedness owed to a financial institution with respect to Real Estate (and assets used in connection with such Real Estate) and in respect of which recourse for payment (except for Non‑Recourse Exclusions until a claim is made with respect thereto, and then such Indebtedness shall not constitute Non‑Recourse Indebtedness only to the

extent of the amount of such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such Person.

“Notes” means, collectively, the A/R Revolving Loan Notes, the Real Estate Revolving Loan Notes and the Swing Loan Note.

“Notice” has the meaning set forth in Section 19.

“Obligations” means (a) all indebtedness, obligations and liabilities of any Loan Party to any of the Secured Parties, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes or the Letters of Credit, or other instruments at any time evidencing any of the foregoing, whether existing on the Closing Date or arising or incurred thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, (b) Bank Product Obligations and (c) Hedge Obligations.

“OFAC” means Office of Foreign Asset Control of the Department of the Treasury of the United States.

“OpCo” means Trilogy OpCo, LLC, a Delaware limited liability company.

“OpCo Affiliate” means each wholly-owned Domestic Subsidiary of OpCo that is leasing a Collateral Property under a Lease with a Borrower or is a Borrower that is the lessee of a Leasehold Property.

“Operating Company Eligible Accounts” means Eligible Accounts generated by all Medical Services other than Ancillary Services.

“Operator(s)” means EIK Manager, any other manager of a Collateral Property, any OpCo Affiliate, each IGT Hospital with respect to the Collateral Property leased by such IGT Hospital pursuant to an IGT Transaction, any OpCo Affiliate leasing a Collateral Property or any other tenant under a Lease, any property sublessee under a material sublease (excluding Permitted Subleases) or the operator under any Management Agreement, Lease, IGT Document or other similar agreement regarding the management and operation of a Collateral Property between a Borrower or any Subsidiary thereof, on the one hand, and such other Person, on the other hand. Notwithstanding the foregoing, the inclusion of any Person in the definition of Operator shall not be deemed to be an approval of such Person being EIK Manager, a tenant under a Lease, a sublessee or the like, any approval thereof being determined as expressly provided in this Agreement. As used herein, any references to any IGT Hospital as “Operator” shall only be deemed to reference such entity to the extent applicable to a Senior Care Property.

“Original Credit Agreement” has the meaning set forth in the Recitals.

“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 solely 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 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 4.14 as a result of costs sought to be reimbursed pursuant to Section 4.3).

“Owned Real Estate Borrowing Base Debt Service Coverage Ratio” means the ratio of the Total Adjusted EBITDAR (Real Estate) (excluding IGT UPL Payments and Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability) of the Eligible Owned Real Estate for the four (4) fiscal quarters most recently ended as of such date, to, in each case, the Implied Debt Service. For the purposes of calculating the Owned Real Estate Borrowing Base Debt Service Coverage Ratio, Borrowers may, upon prior written notice to Administrative Agent, exclude from the calculation of Total Adjusted EBITDAR (Real Estate) any amounts included in the calculation thereof from a Collateral Property whose Total Adjusted EBITDAR (Real Estate), as calculated solely for that Collateral Property, is less than zero.

“Owned Real Estate Borrowing Base Value” means, for the Eligible Owned Real Estate owned by Borrowers included in the Collateral Properties, shall be the amount which is seventy percent (70%) of the sum of the Collateral Pool Value of such Eligible Owned Real Estate as most recently determined under this Agreement.

“Paragon” means Paragon Outpatient Rehabilitation Services, LLC, an Indiana limited liability company.

“Parent” means Trilogy RER LLC, a Delaware limited liability company.

“Participant Register” has the meaning set forth in Section 18.4.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and corresponding provisions of future laws.

“Payment Direction Letter” has the meaning set forth in Section 7.19(d).

“PBGC” means the Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities.

“PCA” means PCA Corrections, LLC, a Kentucky limited liability company.

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted IGT Loans” means loans made pursuant to the IGT Documents and consisting of advances made by an IGT Borrower to fund the working capital needs of the applicable IGT Facility in

connection with the operation thereof (so long as such amounts are not advanced in cash to the applicable IGT Hospital), the aggregate outstanding principal amount of which loans shall not exceed $20,000,000 at any time.

“Permitted Liens” has the meaning set forth in Section 8.2.

“Permitted Management Fee Payments” means as to EIK or any Collateral Property, the sum of (a) up to 5.0% of the Gross Revenues (as such term is defined in the Management Agreement with EIK), (b) up to 10% of the Pharmacy/Rehab G&A Costs (as such term is defined in the Management Agreement with EIK), and (c) reimbursement of employment related costs necessary to keep the collateral facilities functioning and maintain residents’ safety which are required to be paid pursuant to the Management Agreement with EIK.

“Permitted Sublease” shall have the meaning set forth in Section 8.16.

“Permitted Transfer Requirements” means that each of the following conditions are satisfied to Administrative Agent’s satisfaction in all respects:

(a)    Borrowers shall have paid to Administrative Agent, for the benefit of the Lenders, a fee equal to one-fourth of one percent (0.25%) of the Total Commitment;

(b)    the applicable Permitted Transferee shall have complied with the Patriot Act/OFAC and the other know your customer requests of Agent and the Lenders and shall have not had any negative findings pursuant to any Patriot Act/OFAC Credit investigations and other customary credit, regulatory and know your customer and anti-money laundering investigations;

(c)    no Default or Event of Default shall have occurred and be continuing or will occur as a result of such transfer;

(d)    the proposed transferee or sponsor shall be a reputable institutional investor (such as a pension fund, real estate investment trust, real estate operating company, health system, insurance company, or other financial institution) or a reputable developer, owner, or manager with adequate qualifications, operating and management experience, and creditworthiness of owning and managing first class, commercial real estate;

(e)    the proposed transferee shall own or operate not less than one million five hundred thousand (1,500,000) square feet of medical office, skilled nursing, senior housing, assisted living, independent living, memory care or other healthcare real estate;

(f)    the proposed transferee shall be domiciled in the United States;

(g)    Administrative Agent shall have received notice of such proposed transfer, together with any financial statements of and information regarding the proposed transferee and transfer as Administrative Agent shall reasonably request at least fifteen (15) days prior to any such proposed transfer

(h)    there shall be no material litigation or regulatory action pending or threatened against such Permitted Transferee or any other Person owned or controlled, directly or indirectly, by such Permitted Transferee which is not reasonably acceptable to Administrative Agent;

(i)    such Permitted Transferee, before giving effect to the transfer, shall have a net worth not less than $650,000,000.00;

(j)    if EIK Manager will be terminated or removed as the result of the transfer, then the Majority Lenders will have approved any replacement EIK Manager, which approval shall not be unreasonably withheld, delayed or conditioned;

(l)    Borrowers shall deliver, at Borrowers’ sole cost and expense, customary searches (credit, judgment, lien bankruptcy, etc.) reasonably acceptable to Administrative Agent with respect to such Permitted Transferee and its Affiliates as Administrative Agent may reasonably require;

(m)    such Permitted Transferee must be to a Person with whom the Lenders may do business without violating any legal requirements; and

(n)    such Permitted Transferee shall have paid to Administrative Agent all reasonable and documented out-of-pocket costs and expenses incurred in connection with such transfer; and

(o)    Administrative Agent and the Majority Lenders shall have approved such transfer in their reasonable discretion.

“Permitted Transferee” means a Person approved as a transferee pursuant to the Permitted Transfer Requirements, provided that all of the Permitted Transfer Requirements are satisfied to Administrative Agent’s satisfaction in all respects at the time of the transfer of equity interests, and provided, further, except as provided in the proviso below, in no event shall there be more than one (1) Permitted Transferee at any time during the term of this Agreement, including any extension period, provided however that there may be one (1) additional transfer to a Permitted Transferee in accordance with the Permitted Transfer Requirements in the event of a transfer pursuant to a merger subject to clause (a) of the definition of Change of Control (provided further that for the avoidance of doubt there may only be one (1) Permitted Transferee pursuant to a transfer subject to clause (a) of the definition of Change of Control at any time during the term of this Agreement, including any extension period).

“Person” means any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, limited partnership, institution, public benefit corporation, joint venture, entity or Governmental Authority (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan Assets” means assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

“Plans and Specifications” means detailed plans and specifications for a Villa Unit complex, as delivered or made available to Administrative Agent, as modified thereafter with Administrative Agent’s approval, which shall not be unreasonably withheld, conditioned, or delayed, or as otherwise expressly permitted by this Agreement.

“Pledge Agreements” means those certain Pledge Agreements dated as of the Closing Date between Administrative Agent, on the one hand, and each Guarantor that owns the Equity Interests of a Borrower, on the other hand.

“Potential Collateral” means any property of a Borrower which is not at the time included in the Collateral and which consists of (a) Eligible Owned Real Estate, (b) Eligible Villa Units or (c) Real Estate which is capable of becoming Eligible Owned Real Estate or Eligible Villa Units, as applicable, through the inclusion of such property on Schedule 1.1(b) or 1.1(c) or the approval of the Majority Real

Estate Revolving Loan Lenders and Administrative Agent and the completion and delivery of Eligible Owned Real Estate Qualification Documents or Eligible Villa Unit Qualification Documents, as applicable.

“Preferred Distributions” means, with respect to any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by Trilogy Investors or any of its Subsidiaries. Preferred Distributions shall not, however, include dividends or distributions (a) paid or payable solely in Equity Interests of the Person making such dividend or distribution (other than Mandatorily Redeemable Stock) of identical class payable to holders of such class of Equity Interests, (b) paid or payable to Trilogy Investors or any Subsidiary of Trilogy Investors or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

“Preferred Securities” 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.

“Primary Licenses” means (a) with respect to any Senior Care Property or Person operating all or a portion of such Senior Care Property, as the case may be, the CON, permit or license to operate as a Senior Care Property, as the case may be, and each Medicaid Provider Agreement, Medicare Provider Agreement, TRICARE provider agreement or any other Third Party Payor Program provider agreement or similar agreement, each as applicable, (b) with respect to any Person performing an Ancillary Service at any Senior Care Property or whose Accounts are included in the calculation of A/R Borrowing Base Availability, the permit or license to provide such Ancillary Service and each Medicaid Provider Agreement, Medicare Provider Agreement, TRICARE provider agreement or any other Third Party Payor Program provider agreement or similar agreement, each as applicable, and (c) all other Permits necessary for the proper and lawful operation of a Senior Care Property, the business of any Borrower and the business of EIK Manager or any IGT Hospital with respect to any Senior Care Property, including provider identification numbers.

“Private Payor” means any Account Debtor that is a natural person.

“Private REIT” means Trilogy Real Estate Investment Trust, a Maryland statutory trust.

“Public Health Laws” means all applicable laws, regulations and other requirements relating to the procurement, development, manufacture, production, analysis, distribution, dispensing, importation, exportation, use, handling, quality, sale, or promotion of any drug, medical device, food, dietary supplement, or other product subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.) and similar state laws, controlled substances laws, pharmacy laws, or consumer product safety laws.

“QFC” shall have 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).

“QFC Credit Support” shall have the meaning set forth in Section 38.

“RCP” has the meaning set forth in Section 7.14(g).

“Real Estate” means all real property at the time of determination then owned or leased (as lessee or sublessee) in whole or in part, or operated, by any Borrower.

“Real Estate Borrowing Base Availability” means the amount which is the sum of (a) the lesser of (i) the Owned Real Estate Borrowing Base Value of the Collateral Properties (other than Villa Units that are included in the calculation of clause (b) below) and (ii) the maximum principal amount (including Letter of Credit Liabilities) which would not cause the Owned Real Estate Borrowing Base Debt Service Coverage Ratio with respect to the Collateral Properties to be less than 1.75 to 1.0 plus (b) the least of (i) $25,000,000.00, (ii) with respect to each Villa Unit complex included as Eligible Villa Units (which shall not be eligible for more than eighteen (18) months), the Villa Unit Borrowing Base Value and (iii) with respect to each Villa Unit complex included as Eligible Villa Units (which shall not be eligible for more than eighteen (18) months), the maximum principal amount (including Letter of Credit Liabilities) which would not cause the Villa Unit Borrowing Base Debt Service Coverage Ratio with respect to the Villa Units to be less than 1.75 to 1.0; provided, however, that the availability under this clause (b) shall (i) only be used to pay Construction Costs for Villa Units on a Collateral Property and (ii) shall only be created and available for Villa Units on a particular Collateral Property after Borrowers have evidenced to Administrative Agent the contribution of cash equity towards such Construction Costs of such Villa Units of not less than thirty percent (30%) of the total Construction Costs for such Villa Units and the use of such contribution, in its entirety, for Construction Costs, plus (c) the Ancillary Services Borrowing Base Value. Notwithstanding the foregoing, in no event shall the sum of (x) Ancillary Services Borrowing Base Value plus (y) the A/R Borrowing Base Availability attributable to clause (b) of the definition of A/R Borrowing Base Availability exceed twenty percent (20%) of the Real Estate Borrowing Base Availability, and any excess shall be excluded from the Real Estate Borrowing Base Availability. For the avoidance of doubt, the Real Estate Borrowing Base Availability created under clause (b) above shall only be included in the calculation of Real Estate Borrowing Base Availability with respect to any Real Estate Revolving Loan (or Loans) requested for Construction Costs at such Villa Unit and shall not be available to support other Real Estate Revolving Loans.

Notwithstanding the foregoing, if the Appraised Value for a Collateral Property increases after such property first becomes a Collateral Property, such increased value shall not be included in the calculation of Real Estate Borrowing Base Availability until Borrowers increase the coverage under the Title Policy for such Collateral Property (and any tie-in endorsements included in the Title Policies for the other Collateral Properties) to an amount not less than such increased Appraised Value (unless the allocable title insurance amount under such Title Policy allocable to such Collateral Property is already in such amount or a greater amount).

“Real Estate Borrowing Base Certificate” has the meaning set forth in Section 7.4(a)(iii)(A).

“Real Estate Revolving Loan Commitment” means, with respect to each Real Estate Revolving Loan Lender, the amount set forth on Schedule 1.1(a) as the amount of such Real Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment to make or maintain Real Estate Revolving Loans to Borrowers or to participate in Letters of Credit or Real Estate Swing Loans, as the same may be changed from time to time in accordance with the terms of this Agreement.

“Real Estate Revolving Loan Commitment Percentage” means, with respect to each Real Estate Revolving Loan Lender, the percentage set forth on Schedule 1.1(a) as such Real Estate Revolving Loan Lender’s percentage of the aggregate Real Estate Revolving Loan Commitments of all of the Real Estate Revolving Loan Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Real Estate Revolving Loan Commitments of the Real Estate Revolving Loan Lenders have been terminated as provided in this Agreement, then the Real Estate Revolving Loan Commitment Percentage of each Real Estate Revolving Loan Lender shall be determined based on the Real Estate Revolving Loan Commitment Percentage of such Real Estate Revolving Loan

Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms thereof.

“Real Estate Revolving Loan” or “Real Estate Revolving Loans” means an individual Real Estate Revolving Loan or the aggregate Real Estate Revolving Loans, as the case may be, made by Real Estate Revolving Loan Lenders hereunder to Borrowers, as more particularly described in Section 2.1. Amounts drawn under a Letter of Credit shall also be considering Real Estate Revolving Loans as provided in Section 2.9(f). The Borrowers as of the Closing Date that own or lease a Collateral Property are described on Schedule 1.1(e) attached hereto.

“Real Estate Revolving Loan Lenders” means, collectively, the Lenders which have a Real Estate Revolving Loan Commitment, the initial Real Estate Revolving Loan Lenders being identified on Schedule 1.1(a).

“Real Estate Revolving Loan Note” means a promissory note made by Borrowers in favor of a Real Estate Revolving Loan Lender in the principal face amount equal to such Real Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment, or if less, the outstanding amount of all Real Estate Revolving Loans made by such Real Estate Revolving Loan Lender, in substantially the form of Exhibit B.

“Real Estate Swing Loan” means a Swing Loan made hereunder pursuant to the Real Estate Borrowing Base Availability.

“Real Estate Unused Fee Percentage”. With respect to any day during a calendar quarter, (a) 0.15% per annum, if the sum of the Aggregate Real Estate Revolving Credit Obligations outstanding on such day is greater than 50% of the Total Real Estate Revolving Loan Commitment, or (b) 0.20% per annum if the sum of the Aggregate Real Estate Revolving Credit Obligations outstanding on such day is less than or equal to 50% of the Total Real Estate Revolving Loan Commitment.

“Receivable Reserves” means, as of any date of determination, (a) those reserves that Revolving Agent deems necessary or appropriate, in its Permitted Discretion and subject to the proviso in the definition of A/R Borrowing Base Availability, to establish and maintain (including reserves for rebates, discounts, warranty claims, and returns) with respect to the Eligible Accounts and (b) reserves equal to the sum of (i) the amount of retroactive settlements estimated to be due and owing to a Governmental Authority and (ii) without duplication, one hundred percent (100%) of those amounts for which payment plans have been established with the appropriate Governmental Authority.

“Recipient” means any Agent and any Lender.

“Record” means the grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by Administrative Agent with respect to any Loan referred to in such Note.

“Recourse Indebtedness” means, with respect to any Person, as of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to such Person, including Deferred Financing Leases, guaranties of Deferred Financing Leases and equipment financings. Recourse Indebtedness shall not include Non‑Recourse Indebtedness, but shall include any Non-Recourse Exclusions at such time a written claim is made with respect thereto, unless such claim is paid in full in cash or otherwise finally resolved with no further obligation on the part of such Person.

“Register” has the meaning set forth in Section 18.2.

“Registrations” has the meaning set forth in Section 6.33(a).

“REIT Status” means with respect to a Person, its status as a real estate investment trust as defined in Section 856(a) of the Code.

“Related Fund” means, with respect to any Lender which is a fund that invests in loans, any Affiliate of such Lender or any other fund that invests in loans that is managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such investment advisor.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than the storing of materials in reasonable quantities to the extent necessary for the operation of property in the ordinary course of business, and in any event in compliance with all Environmental Laws) of Hazardous Substances.

“Reserve Percentage” means, for any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other Governmental Authority with jurisdiction over Administrative Agent or any Lender for determining the maximum reserve requirement (including any marginal reserve requirement) for Administrative Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.

“Reserves” means (a) the Bank Products Reserve, (b) the Receivables Reserve and (c) as of any date of determination, those other reserves that Revolving Agent deems necessary or appropriate, in its Permitted Discretion and subject to the proviso in the definition of A/R Borrowing Base Availability, to establish and maintain (including reserves with respect to (x) sums that any Loan Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (y) amounts owing by a Loan Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Administrative Agent likely would have a priority superior to Administrative Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral) with respect to A/R Borrowing Base Availability.

“Revolving Agent” means CIT Bank, N.A., acting as revolving agent for the Secured Parties, and its successors and assigns.

“Revolving Agent Fee Letter” means that certain fee letter between Borrowers and Revolving Agent dated August 28, 2019.

“RHS Entities” means RHS PropCo Mooresville, LLC, Trilogy Real Estate Bloomington, LLC, Trilogy Real Estate Floyd, LLC, RHS Partners of Mooresville, LLC, Trilogy Healthcare of Bloomington, LLC, Trilogy Healthcare of Floyd, LLC, LCS Avon, LLC, RHS Partners of Bloomington, LLC, RHS Partners of Carmel, LLC, LCS Crawfordsville, LLC, RHS Partners of Arlington, LLC, RHS Partners of Castleton, LLC, LCS Kokomo, LLC, RHS Partners of Lafayette, LLC, RHS Partners of Richmond, LLC, LCS South Bend LLC, RHS Partners of Terre Haute, LLC, LCS Wabash LLC, and LCS Westfield LLC.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its

government or (d) a Person resident in or determined to be resident in a country, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above.

“Sanctions” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any Agent, any Lender or any Loan Party or any of their respective Subsidiaries or Affiliates. Sanctions shall not include civil monetary penalties under Healthcare Laws.

“S&P” means S&P Global, Inc.

“SEC” means the federal Securities and Exchange Commission.

“Secured Parties” means Administrative Agent, Revolving Agent, the Lenders, Issuing Lender, the Bank Product Providers and the Lender Hedge Providers.

“Security Agreement” means that certain Pledge and Security Agreement dated as of the date hereof among Administrative Agent and Borrowers.

“Security Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Acknowledgments, any Mortgages, any Assignments of Leases and Rents, the Indemnity Agreement, each IGT Security Agreement, any UCC-1 financing statements contemplated by any other Security Document, any Joinder, any other joinder agreements relating to any of the foregoing, any control agreements, any other security agreement or instrument and any further collateral assignments to Administrative Agent for the benefit of the Secured Parties as security for the Obligations.

“Senior Care Property” means single owned facilities consisting of independent living facilities and residences, assisted living facilities, skilled nursing facilities, memory care facilities and rehabilitation facilities, or any combination of the foregoing, and the medical office building located at 9702 Stonestreet Road, Louisville, Kentucky, which is owned, leased or operated by or on behalf of a Borrower.

“Single Asset Entity” means a bankruptcy remote, single purpose entity that (a) is a Subsidiary of a Borrower, (b) is not a Borrower or a Guarantor or an owner of a direct or indirect interest in a Borrower or a Guarantor and (c) owns Real Estate and related assets which are security for Indebtedness of such Person, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).

“Solvent” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s debts (including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital and (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“State” means a state of the United States and the District of Columbia.

“Subordination and Attornment Agreement”  means any agreement among Administrative Agent, one or more Borrowers that is the fee owner or ground lessee of a Collateral Property and one or more Borrowers that is the tenant under a Lease pursuant to which such tenant agrees to subordinate its rights under the Lease to the lien or security title of the applicable Mortgage and agrees to recognize the Agent or its successor in interest as landlord under the Lease in the event of a foreclosure under such Mortgage, such agreement to be in form and substance reasonably satisfactory to Administrative Agent.

“Subordination of Management Agreement” means an agreement pursuant to which a manager of a Collateral Property subordinated certain of its rights under a Management Agreement to the Loan Documents and agrees to cooperate with Administrative Agent and the Lenders in connection with any transition of management of the Collateral Properties, in form and substance reasonably satisfactory to Administrative Agent.

“Subsidiary” means, subject to Section 5.3, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons 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, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP. Based upon its ownership as of the Closing Date, PCA Iowa, LLC is not a Subsidiary of Trilogy Pro Services as of the Closing Date.

“Subsidiary Borrower” means each Wholly-Owned Domestic Subsidiary of Parent, OpCo or Trilogy Pro Services which becomes a Borrower pursuant to Section 5.5(a) or (b) or Section 7.20.

“Supported QFC” shall have the meaning set forth in in Section 38.

“Survey” means an instrument survey of each parcel of Real Estate comprising a Collateral Property or Villa Units prepared by a registered land surveyor which shall show the location of all buildings, structures, easements and utility lines on such property, shall be sufficient to remove the standard survey exception from the relevant Title Policy, shall show that all buildings and structures are within the lot lines of such Real Estate and shall not show any encroachments by others (or to the extent any encroachments are shown, such encroachments shall be acceptable to Administrative Agent in its reasonable discretion), and shall show whether or not such Real Estate is located in a flood hazard district as established by the Federal Emergency Management Agency or any successor agency or is located in any flood plain, flood

hazard or wetland protection district established under federal, state or local law and shall otherwise be in form and substance reasonably satisfactory to Administrative Agent.

“Surveyor Certification” means, with respect to each parcel of Real Estate, a certificate executed by the surveyor who prepared the Survey with respect thereto, dated as of a recent date prior to inclusion of such Real Estate as Collateral and containing such information relating to such parcel as Administrative Agent or, as applicable, the Title Insurance Company may reasonably require, such certificate to be in form and substance reasonably satisfactory to Administrative Agent.

“Swing Loan” has the meaning set forth in Section 2.4(a). Swing Loans include the A/R Swing Loans and the Real Estate Swing Loans.

“Swing Loan Commitment” means an amount equal to $35,000,000.00, as the same may be changed from time to time in accordance with the terms of this Agreement.

“Swing Loan Lender” means KeyBank, in its capacity as the Real Estate Revolving Loan Lender making Swing Loans, and any successor thereof.

“Swing Loan Note” has the meaning set forth in Section 2.4(b).

“Syndication Agent” means Regions Bank, or any successor thereof.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“Taking” means the taking or appropriation (including by deed in lieu of condemnation) of any Collateral Property, or any part thereof or interest therein, whether permanently or temporarily, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner or any damage or injury or diminution in value through condemnation, inverse condemnation or other exercise of the power of eminent domain.

“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.

“Third Party Insurance Accounts” means, collectively, any and all Accounts that are not Government Receivables.

“Third Party Payor” means any governmental entity, insurance company, health maintenance organization, professional provider organization or similar entity that is obligated to make payments on any account receivable in connection with healthcare services rendered at a Collateral Property or with respect to any Accounts relating to or arising at or from a Senior Care Property or Medical Services.

“Third Party Payor Programs” means any participation or provider agreements with any Third Party Payor, including Medicare, Medicaid, TRICARE, any non-individual Person, other than a Governmental Authority, located in the United States which, in the ordinary course of its business or activities, agrees to pay for healthcare goods and services received by individuals, including a commercial insurance company, a nonprofit insurance company (such as a Blue Cross/Blue Shield entity), an employer or union who self-insures for employee or member health insurance, an HMO, a PPO, and any other

insurance company issuing health, personal injury, workmen’s compensation or other types of insurance, and any other private commercial insurance managed care and employee assistance program, to which any Borrower or any Operator may be subject with respect to a Collateral Property or with respect to any Accounts relating to or arising at or from a Senior Care Property or Medical Services.

“Titled Agents” means, collectively, Co-Lead Arrangers and the Syndication Agent.

“Title Insurance Company” means First American Title Company and any other title insurance company or companies approved by Administrative Agent and Parent, such approval not to be unreasonably withheld, conditioned or delayed.

“Title Policy” means, with respect to each parcel of Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to Administrative Agent) issued by a Title Insurance Company (with such reinsurance as Administrative Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as Administrative Agent may reasonably require based upon the fair market value of such Collateral Property insuring the priority of the Mortgage thereon and that the Loan Party executing such Mortgage holds marketable or indefeasible fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Administrative Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases and residents and patients under unrecorded move-in agreements) or matters which would be shown by a Survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to Administrative Agent in its reasonable discretion, and shall contain, to the extent available in the state or jurisdiction of the Collateral Property (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as Administrative Agent may reasonably require and is available in the State in which such Collateral Property is located, including, to the extent available in the state or jurisdiction of the Collateral Property, (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Collateral Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement.

“Total Adjusted EBITDA” means, with respect to any period, an amount equal to (a) the EBITDA of Trilogy Investors and its Subsidiaries plus (b) each such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income from such Unconsolidated Affiliates plus its Equity Percentage of, only to the extent deducted in determination of such Net Income: (a) depreciation and amortization expense; (b) interest expense; (c) income tax expense; and (d) extraordinary or non-recurring losses and costs (including losses on the sale of assets or payment of Indebtedness); and minus (e) only to the extent included in determination of such Net Income, extraordinary or non-recurring gains (including gains on the sale of assets); provided, however, that straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R shall be excluded from such calculation.

“Total Adjusted EBITDA (Real Estate)” means, with respect to the Collateral Properties (other than Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability), with respect to any period (without duplication), (a) Net Income of the OpCo Affiliates leasing such Collateral Properties on a Consolidated basis, in accordance with GAAP plus (b) only to the extent deducted in determination of such Net Income: (i) depreciation and amortization expense; (ii) total Interest Expense of such OpCo Affiliates; (iii) income tax expense; and (iv) management fee

expense minus: (b)(i) the amount equal to Capital Reserves for such period; (ii) the aggregate amount of IGT UPL Payments received and (iii) an amount equal to five percent (5%) of the gross revenues generated by the Collateral Properties during such period and net of (c) intercompany profits and losses; provided, however, that straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R shall be excluded from such calculation.

“Total Adjusted EBITDAR” means the sum of (a) Total Adjusted EBITDA plus (b) all base rent and additional rent due and payable by Trilogy Investors and its Subsidiaries during such period.

“Total Adjusted EBITDAR (Real Estate)” means Total Adjusted EBITDA (Real Estate) plus Total Rental Expense during the applicable period calculated on a Consolidated basis.

“Total A/R Revolving Loan Commitment” means the sum of the A/R Revolving Loan Commitments of the A/R Revolving Loan Lenders, as in effect from time to time. As of the date of this Agreement, the Total A/R Revolving Loan Commitment is $35,000,000.00. The Total A/R Revolving Loan Commitment may increase in accordance with Section 2.10.

“Total Commitment” means the sum of the Commitments of the Lenders, as in effect from time to time in accordance with the terms hereof. As of the date of this Agreement, the Total Commitment is $360,000,000.00. The Total Commitment may increase in accordance with Section 2.10 or decrease in accordance with Section 2.14.

“Total Real Estate Revolving Loan Commitment” means the sum of the Real Estate Revolving Loan Commitments of the Real Estate Revolving Loan Lenders, as in effect from time to time. As of the date of this Agreement, the Total Real Estate Revolving Loan Commitment is $325,000,000.00. The Total Real Estate Revolving Loan Commitment may increase in accordance with Section 2.10 or decrease in accordance with Section 2.14.

“Total Rental Expense” means, for any period, all base rent and additional rent due and payable to Borrowers that are the owners or lessees under a Ground Lease with respect to the Collateral Properties (other than Villa Units that are included in the calculation of clause (b) of the definition of Real Estate Borrowing Base Availability) during such period.

“TRICARE” means, collectively, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation, which program was formerly known as the Civilian Health and Medical Program of the Uniformed Services (CHAMPUS), and all laws, rules, regulations, and orders of all applicable Governmental Authorities promulgated in connection with such program and having the force of law.

“TRICARE Receivable” means any Account payable pursuant to TRICARE.

“Trilogy Investors” means Trilogy Investors, LLC, a Delaware limited liability company.

“Trilogy REIT JV” means Trilogy REIT Holdings, LLC, a Delaware limited liability company.

“Trilogy Healthcare Holdings” means Trilogy Healthcare Holdings, Inc., a Delaware corporation.

“Trilogy Pharmacy Company” means each and any of Trilogy Mission RX, LLC, a Delaware limited liability company, PCA, Trilogy NuScriptRx, LLC, a Delaware limited liability company, and any other Borrower formed or acquired after the Closing Date that operates a business of providing pharmacy services.

“Trilogy Pro Services” means Trilogy Pro Services, LLC, a Delaware limited liability company.

“Trilogy Rehab Company” means each and any of Trilogy Rehab Services, LLC, a Delaware limited liability company, Paragon, and any other Borrower formed or acquired after the Closing Date that operates a business of providing rehabilitative services.

“Unconsolidated Affiliate” means in respect of 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 first Person on the consolidated financial statements of such first Person if such financial statements were prepared in accordance with the full consolidation method of GAAP as of such date.

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

“U.S. Special Resolution Regimes” shall have the meaning set forth in Section 38.

“United States” means the United States of America.

“Villa Unit” means (a) independent senior living residences within a Borrower campus setting and (b) an expansion of an existing Building on a Collateral Property.

“Villa Unit Borrowing Base Debt Service Coverage Ratio” means the ratio of the aggregate adjusted “EBITDAR” for the Eligible Villa Units (based on a pro forma, as-stabilized basis as shown on the Appraisals for such Villa Units), divided by, in each case, the Implied Debt Service.

“Villa Unit Borrowing Base Value” means, for the Eligible Villa Units owned by Borrowers included in the Villa Units, the amount which is the lesser of (a) seventy percent (70%) of the sum of the Collateral Pool Value of the Villa Units and (b) seventy percent (70%) of the sum of the Construction Costs of the Villa Units, in each case, as most recently determined under this Agreement.

“Wholly-Owned Domestic Subsidiary” means as to any Borrower, any Domestic Subsidiary of any Borrower that is directly or indirectly owned one hundred percent (100%) by such Borrower.

“Withholding Agent” means Parent, any Guarantor and Administrative Agent, as applicable.

“Write-Down and Conversion Powers” means 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.

Section 1.2    Rules of Interpretation.

(a)    A reference to any formation document, governing document, agreement or other contractual instrument, including the Loan Documents, shall include such document, agreement or instrument as amended, restated, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.

(b)    The singular includes the plural and the plural includes the singular.

(c)    Unless otherwise expressly provided herein, references to any constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such constitution, law, statute, ordinance, rules, treaty, regulation, permit, license, approval, interpretation and order.

(d)    A reference to any Person includes its permitted successors and permitted assigns and in the event any Borrower or a Guarantor is a limited liability company and shall undertake an LLC Division (any such LLC Division being a violation of this Agreement), shall be deemed to include each limited liability company resulting from any such LLC Division.

(e)    Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer.

(f)    The words “include”, “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.

(g)    The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted.

(h)    All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein.

(i)    “Section”, “Annex”, “clause”, “Schedule” and “Exhibit” references are to this Agreement unless otherwise specified.

(j)    The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

(k)    In the event of any change in GAAP after the date hereof or any other change in accounting procedures pursuant to Section 7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Parent or Administrative Agent, Borrowers, Guarantors, Administrative Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Loan Parties as in effect prior to such accounting change, as determined by the Majority Lenders in their good faith judgment. Until such time as such amendment shall have been

executed and delivered by Borrowers, Administrative Agent and the Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred and no Event of Default shall be deemed to have occurred solely as a result of such change.

(l)    Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Person or any of its Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(m)    To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in Sections 2.10(d)(iv), 2.12(c)(iii), 10.1(g) and 11.1 shall not apply with respect to any such representations and warranties.

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

(o)    Any Person referred to herein in respect of, or in connection with, any document, agreement or instrument shall include such Person’s successors and assigns in such capacity thereunder, to the extent such succession or assignment is permitted hereunder.

(p)    For all purposes under the Loan Documents, in connection with any LLC Division: (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.

Section 1.3    Rates.

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”.

SECTION 2.    THE CREDIT FACILITY.

Section 2.1     Real Estate Revolving Loans.

(a)    Subject to the terms and conditions set forth in this Agreement, each of the Real Estate Revolving Loan Lenders severally agrees to lend to Borrowers, and Borrowers may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by Borrowers to Administrative Agent given in accordance with Section 2.6, such sums as are requested by Borrowers for the purposes set forth in Section 2.8 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) the sum of such Real Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment and (ii) such Real

Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment Percentage of the Real Estate Borrowing Base Availability (after giving pro forma effect to the addition of any assets increasing the Real Estate Borrowing Base Availability as set forth in the applicable updated Real Estate Borrowing Base Certificate); provided, that in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the Aggregate Real Estate Revolving Credit Obligations shall not at any time (i) exceed the lesser of (A) the Real Estate Borrowing Base Availability (after giving pro forma effect to the addition of any assets increasing the Real Estate Borrowing Base Availability as set forth in the applicable updated Real Estate Borrowing Base Certificate) and (B) the Total Real Estate Revolving Loan Commitment or (ii) cause a violation of the covenant set forth in Section 9.1. The Real Estate Revolving Loans shall be made pro rata in accordance with each Real Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment Percentage. Each request for a Real Estate Revolving Loan hereunder shall constitute a representation and warranty by Borrowers that all of the conditions required of Borrowers set forth in Sections 10 and 11 have been satisfied on the date of such request. Administrative Agent may assume that the conditions in Sections 10 and 11 have been satisfied unless it receives prior written notice from a Real Estate Revolving Loan Lender that such conditions have not been satisfied. No Real Estate Revolving Loan Lender shall have any obligation to make Real Estate Revolving Loans to Borrowers or participate in Letter of Credit Liabilities in an aggregate principal outstanding amount of more than its Real Estate Revolving Loan Commitment Percentage of the Total Real Estate Revolving Loan Commitment.

(b)    The Real Estate Revolving Loans shall be evidenced by separate Real Estate Revolving Loan Notes for each Real Estate Revolving Loan Lender based on its Real Estate Revolving Loan Commitment. One Real Estate Revolving Loan Note shall be payable to the order of each Real Estate Revolving Loan Lender in the principal amount equal to such Real Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment or, if less, the outstanding amount of all Real Estate Revolving Loans made by such Real Estate Revolving Loan Lender, plus interest accrued thereon, as set forth below. Each Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Drawdown Date of any Real Estate Revolving Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Real Estate Revolving Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Real Estate Revolving Loans set forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Real Estate Revolving Loan Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of Borrowers hereunder or under any Real Estate Revolving Loan Note to make payments of principal of or interest on any Real Estate Revolving Loan Note when due.

Section 2.2     A/R Revolving Loans.

(a)    Subject to the terms and conditions set forth in this Agreement, each of the A/R Revolving Loan Lenders severally agrees to lend to Borrowers, and Borrowers may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by Borrowers to Administrative Agent given in accordance with Section 2.6, such sums as are requested by Borrowers for the purposes set forth in Section 2.8 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) the sum of such A/R Revolving Loan Lender’s A/R Revolving Loan Commitment and (ii) such A/R Revolving Loan Lender’s A/R Revolving Loan Commitment Percentage of the sum of the A/R Borrowing Base Availability; provided, that in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the Aggregate A/R Revolving Credit Obligations shall not at any time (i) exceed the lesser of (A) the A/R Borrowing Base Availability and (B) the Total A/R Revolving Loan Commitment or (ii) cause a violation of the covenant set forth in Section 9.1. The A/R Revolving Loans shall be made pro rata in accordance with each A/R Revolving Loan Lender’s A/R Revolving Loan Commitment Percentage. Each

request for an A/R Revolving Loan hereunder shall constitute a representation and warranty by Borrowers that all of the conditions required of Borrowers set forth in Sections 10 and 11 have been satisfied on the date of such request. Administrative Agent may assume that the conditions in Sections 10 and 11 have been satisfied unless it receives prior written notice from an A/R Revolving Loan Lender that such conditions have not been satisfied. No A/R Revolving Loan Lender shall have any obligation to make A/R Revolving Loans to Borrowers in the maximum aggregate principal outstanding balance of more than the amount equal to its A/R Revolving Loan Commitment Percentage of the Total A/R Revolving Loan Commitments.

(b)    The A/R Revolving Loans shall be evidenced by separate A/R Revolving Loan Notes for each A/R Revolving Loan Lender based on its A/R Revolving Loan Commitment. One A/R Revolving Loan Note shall be payable to the order of each A/R Revolving Loan Lender in the principal amount equal to such A/R Revolving Loan Lender’s A/R Revolving Loan Commitment or, if less, the outstanding amount of all A/R Revolving Loans made by such A/R Revolving Loan Lender, plus interest accrued thereon, as set forth below. Each Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Drawdown Date of any A/R Revolving Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such A/R Revolving Loan or (as the case may be) the receipt of such payment. The outstanding amount of the A/R Revolving Loans set forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each A/R Revolving Loan Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of Borrowers hereunder or under any A/R Revolving Loan Note to make payments of principal of or interest on any A/R Revolving Loan Note when due.

(c)    Revolving Agent’s determination of the Expected Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, if determined in its Permitted Discretion in the absence of manifest error, be binding and conclusive.

Section 2.3     Facility Unused Fees.

(a)    Each Borrower agrees to pay to Administrative Agent, for the account and ratable benefit of the Real Estate Revolving Loan Lenders (other than a Defaulting Lender for such period of time as such Real Estate Revolving Loan Lender is a Defaulting Lender) in accordance with their respective Real Estate Revolving Loan Commitment Percentages a facility unused fee calculated by multiplying the Real Estate Unused Fee Percentage applicable to such day, calculated as a per diem rate, times the excess of the Total Real Estate Revolving Loan Commitment over the Aggregate Real Estate Revolving Credit Obligations outstanding on such day, commencing on the Closing Date and ending on the Maturity Date. The facility unused fee pursuant to this Section 2.3(a) shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, with a final payment on the Maturity Date.

(b)    Each Borrower agrees to pay to Administrative Agent for the account and ratable benefit of the A/R Revolving Loan Lenders (other than a Defaulting Lender for such period of time as such A/R Revolving Loan Lender is a Defaulting Lender) in accordance with their respective A/R Revolving Loan Commitment Percentages a facility unused fee calculated by multiplying the A/R Unused Fee Percentage applicable to such day, calculated as a per diem rate, times the excess of the Total A/R Revolving Loan Commitment over the Aggregate A/R Revolving Credit Obligations outstanding on such day commencing on the Closing Date and ending on the Maturity Date. The facility unused fee pursuant to this Section 2.3(b) shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, with a final payment on the Maturity Date.

Section 2.4     Swing Loan Commitment.

(a)    Subject to the terms and conditions set forth in this Agreement, the Swing Loan Lender agrees to lend to Borrowers (the “Swing Loans”), and Borrowers may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by Borrowers to the Swing Loan Lender given in accordance with this Section 2.4, such sums as are requested by Borrowers for the purposes set forth in Section 2.8 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be continuing; (ii) the Aggregate Real Estate Revolving Credit Obligations (after giving effect to all amounts requested) shall not at any time exceed the lesser of (A) the Total Real Estate Revolving Loan Commitment and (B) the Real Estate Borrowing Base Availability (after giving pro forma effect to the addition of any assets increasing the Real Estate Borrowing Base Availability as set forth in the applicable updated Real Estate Borrowing Base Certificate), or cause a violation of the covenant set forth in Section 9.1; (iii) the Aggregate A/R Revolving Credit Obligations (after giving effect to all amounts requested) shall not at any time exceed the lesser of (A) the Total A/R Revolving Loan Commitment and (B) the A/R Borrowing Base Availability; and (iv) the aggregate A/R Swing Loans and Real Estate Swing Loans shall not exceed the Swing Loan Commitment. Subject to the terms hereof, the Swing Loan Lender shall make Swing Loans available to Borrowers based on the Swing Loan Commitment regardless of amounts advanced by the Swing Loan Lender individually in its capacity as a Real Estate Revolving Loan Lender or an A/R Revolving Loan Lender or amounts remaining to be funded by it individually as a Lender under its Real Estate Revolving Loan Commitment or its A/R Revolving Loan Commitment, as applicable. Notwithstanding anything to the contrary contained in this Section 2.4, the Swing Loan Lender shall not be obligated to make any A/R Swing Loan or Real Estate Swing Loan at a time when any other A/R Revolving Loan Lender or Real Estate Revolving Loan Lender, as applicable, is a Defaulting Lender, unless the Swing Loan Lender is satisfied that the participation therein will otherwise be fully allocated to the A/R Revolving Loan Lenders or Real Estate Revolving Loan Lenders, as applicable, that are Non-Defaulting Lenders consistent with Section 2.12(c) and the Defaulting Lender shall not participate therein, except to the extent the Swing Loan Lender has entered into arrangements with Borrowers or such Defaulting Lender that are satisfactory to the Swing Loan Lender in its good faith determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. A/R Swing Loans shall constitute “A/R Revolving Loans” for all purposes hereunder, and Real Estate Swing Loans shall constitute “Real Estate Revolving Loans” for all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by Borrowers that all of the conditions set forth in Sections 10 and 11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in Sections 10 and 11 have been satisfied unless the Swing Loan Lender has received written notice from an A/R Revolving Loan Lender or a Real Estate Revolving Loan Lender, as applicable, that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the date such Swing Loan was provided and each Borrower hereby agrees (to the extent not repaid as contemplated by Section 2.4(d)) to repay each Swing Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided. A Swing Loan may not be refinanced with another Swing Loan.

(b)    The Swing Loans shall be evidenced by a separate promissory note of Borrowers in substantially the form of Exhibit C (the “Swing Loan Note”), dated the date of this Agreement for the Swing Loan Lender based on its Swing Loan Commitment. The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall be payable as set forth below. Each Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the time of the Drawdown Date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Loan Lender’s Record reflecting the making of such Swing Loan, whether such Swing Loan is an A/R Swing Loan or a Real

Estate Swing Loan, or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Loans (and A/R Swing Loans and Real Estate Swing Loans) set forth on the Swing Loan Lender’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so recording, any such amount on the Swing Loan Lender’s Record shall not limit or otherwise affect the obligations of Borrowers hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due.

(c)    Parent shall request a Swing Loan on behalf of Borrowers by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer of Parent no later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof), specifying whether such Swing Loan shall be an A/R Swing Loan or a Real Estate Swing Loan and providing the wire instructions for the delivery of the Swing Loan proceeds. The Loan Request shall also contain the statements and certifications required by Sections 2.6(a) and 2.6(b). Each such Loan Request shall be irrevocable and binding on Borrowers and shall obligate Borrowers to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to Borrowers no later than 1:00 p.m. (Cleveland time).

(d)    The Swing Loan Lender shall, within five (5) Business Days after the Drawdown Date with respect to such Swing Loan, other than a Swing Loan made pursuant to Section 2.4(h), request each A/R Revolving Loan Lender (with respect to A/R Swing Loans) or Real Estate Revolving Loan Lender (with respect to Real Estate Swing Loans) to make an A/R Revolving Loan or Real Estate Revolving Loan, as applicable, pursuant to Section 2.1 in an amount equal to such A/R Revolving Loan Lenders A/R Revolving Loan Commitment Percentage or such Real Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment Percentage, as applicable, of the amount of the A/R Swing Loan or Real Estate Swing Loan, as applicable, outstanding on the date such notice is given. In the event that Borrowers do not notify Administrative Agent in writing otherwise on or before noon on the Business Day of the Drawdown Date with respect to such Swing Loan, Administrative Agent shall notify the applicable A/R Revolving Loan Lenders or Real Estate Revolving Loan Lenders that such A/R Revolving Loan or Real Estate Revolving Loan shall be a LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a LIBOR Rate Loan would be in contravention of this Agreement, then such notice shall indicate that such A/R Revolving Loan or Real Estate Revolving Loan, as applicable, shall be a Base Rate Loan. Each Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to Administrative Agent for the benefit of the Swing Loan Lender pursuant to this Section 2.4(d) shall be considered an A/R Revolving Loan or a Real Estate Revolving Loan pursuant to Section 2.1. Unless any of the events described in Section 12.1(h), 12.1(i) or 12.1(j) shall have occurred (in which event the procedures of Section 2.4(e) shall apply), each A/R Revolving Loan Lender (with respect to A/R Swing Loans) or Real Estate Revolving Loan Lender (with respect to Real Estate Swing Loans) shall make the proceeds of its A/R Revolving Loan or Real Estate Revolving Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at Administrative Agent’s Head Office prior to 12:00 noon in funds immediately available no later than one (1) Business Day after the date such request was made by the Swing Line Lender just as if the A/R Revolving Loan Lenders or the Real Estate Revolving Loan Lenders, as applicable, were funding directly to Borrowers, so that thereafter such Obligations shall be evidenced by the A/R Revolving Loan Notes or the Real Estate Revolving Loan Notes, as applicable. The proceeds of such A/R Revolving Loan or Real Estate Revolving Loan, as applicable, shall be immediately applied to repay the applicable Swing Loans.

(e)    If for any reason a Swing Loan cannot be refinanced by an A/R Revolving Loan or a Real Estate Revolving Loan, as applicable, pursuant to Section 2.4(d) or if such Swing Loan was made pursuant to Section 2.4(h), each A/R Revolving Loan Lender or Real Estate Revolving Loan Lender, as applicable, will, on the date such A/R Revolving Loan or Real Estate Revolving Loan pursuant to Section 2.4(d) was to have been made (or automatically and without any action on the part of the Swing Loan Lender, if such Swing Loan was made pursuant to Section 2.4(h) or any of the events described in any of the events described in Section 12.1(h), 12.1(i) or 12.1(j) shall have occurred), purchase an undivided participation interest in the Swing Loan in an amount equal to its A/R Revolving Loan Commitment Percentage or Real Estate Revolving Loan Commitment Percentage, as applicable, of such Swing Loan. Each A/R Revolving Loan Lender or Real Estate Revolving Loan Lender, as applicable, will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such A/R Revolving Loan Lender or Real Estate Revolving Loan Lender, as applicable, a Swing Loan participation certificate dated the date of receipt of such funds and in such amount.

(f)    Whenever at any time after the Swing Loan Lender has received from any A/R Revolving Loan Lender or Real Estate Revolving Loan Lender, as applicable, such A/R Revolving Loan Lender’s or Real Estate Revolving Loan Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such A/R Revolving Loan Lender or Real Estate Revolving Loan Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such A/R Revolving Loan Lender’s or Real Estate Revolving Loan Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such A/R Revolving Loan Lender or Real Estate Revolving Loan Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it.

(g)    Each A/R Revolving Loan Lender’s obligation to fund an A/R Revolving Loan and Real Estate Revolving Loan Lender’s obligation to fund a Real Estate Revolving Loan as provided in Section 2.4(d) or to purchase participation interests pursuant to Section 2.4(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any setoff, counterclaim, recoupment, defense or other right which such A/R Revolving Loan Lender or Real Estate Revolving Loan Lender or any Borrower may have against the Swing Loan Lender, any Borrower or anyone else for any reason whatsoever; (b) the occurrence or continuance of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party or any of their Subsidiaries; (d) any breach of this Agreement or any of the other Loan Documents by any Loan Party or any Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by Administrative Agent and the Swing Loan Lender as against such applicable A/R Revolving Loan Lender as an A/R Revolving Loan or against such Real Estate Revolving Loan Lender as a Real Estate Revolving Loan which was not funded by the non‑purchasing A/R Revolving Loan Lender or Real Estate Revolving Loan Lender, thereby making such A/R Revolving Loan Lender or Real Estate Revolving Loan Lender, as applicable, a Defaulting Lender. Each Swing Loan, once so sold or converted, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be an A/R Revolving Loan made by such A/R Revolving Loan Lender under its A/R Revolving Loan Commitment or a Real Estate Revolving Loan made by each Real Estate Revolving Loan Lender under its Real Estate Revolving Loan Commitment, as applicable.

(h)     Notwithstanding the foregoing or any other contrary provision of this Agreement, the Lenders hereby authorize the Swing Loan Lender, at the direction of Administrative Agent in Administrative Agent’s reasonable discretion, and Swing Loan Lender shall, at the direction of Administrative Agent, knowingly and intentionally, continue to make Real Estate Swing Loans to Borrowers, notwithstanding that the Aggregate Real Estate Revolving Credit Obligations (after giving

effect to all amounts requested) exceed, or would exceed after the making of such Real Estate Swing Loan, the lesser of (A) the Total Real Estate Revolving Loan Commitment and (B) the Real Estate Borrowing Base Availability, in an aggregate amount outstanding at any time not to exceed $10,000,000.00, so long as (i) after giving effect to each such Real Estate Swing Loan, the outstanding Aggregate Real Estate Revolving Credit Obligations do not exceed the Total Real Estate Revolving Loan Commitment, and (ii) Administrative Agent, in its reasonable business judgment, deems such Real Estate Swing Loan necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof or (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations. The foregoing sentence is for the exclusive benefit of Administrative Agent, the Swing Loan Lender, and the Lenders and is not intended to benefit Borrowers in any way. The Majority Real Estate Revolving Loan Lenders may at any time revoke Administrative Agent’s authority to direct the Swing Loan Lender to make Real Estate Swing Loans pursuant to the preceding sentence of this Section 2.4(h). Any such revocation must be in writing and shall become effective prospectively upon Administrative Agent’s receipt thereof.

(i)    The obligations of Borrowers to the A/R Revolving Loan Lenders and the Real Estate Revolving Loan Lenders under this Agreement with respect to Swing Loans (and of the A/R Revolving Loan Lenders and the Real Estate Revolving Loan Lenders to make payments to the Swing Loan Lender with respect to Swing Loans) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or any right which any Borrower or any of its Subsidiaries or Affiliates may have at any time against any Lender (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with this Agreement, any other Loan Document, or any unrelated transaction; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (iv) the occurrence of any Default or Event of Default; and (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 2.5     Interest on Loans.

(a)    Subject to Section 4.11, each Base Rate Loan shall bear interest for the period commencing with (and including) the Drawdown Date thereof and ending on (and excluding, with respect to repayment, if such repayment is received by Administrative Agent no later than 2:00 pm as required by Section 4.3(a)) the date on which such Base Rate Loan is repaid or converted to a LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus the Applicable Margin.

(b)    Subject to Section 4.11, each LIBOR Rate Loan shall bear interest for the period commencing with (and including) the Drawdown Date thereof and ending on (and excluding, with respect to repayment, if such repayment is received by Administrative Agent no later than 2:00 pm as required by Section 4.3(a)) the last day of each Interest Period with respect thereto or, if earlier, the date on which such LIBOR Rate Loan is repaid or converted to a Base Rate Loan, at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin.

(c)    Borrowers promise to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.

(d)    Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in Section 4.1.

Section 2.6     Requests for Loans. Parent, on behalf of the applicable Borrowers, shall give to Administrative Agent written notice executed by an Authorized Officer of Parent in the form of Exhibit F

(or telephonic notice confirmed in writing in the form of Exhibit F) of each Loan requested hereunder (a “Loan Request”) by 11:00 a.m. one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans. Each such notice shall specify with respect to the requested Loan the proposed principal amount of such Loan, whether the Loan is a Real Estate Revolving Loan or an A/R Revolving Loan, the Type of Loan, the initial Interest Period (if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (a) a statement that the proceeds of such Loan shall be used in accordance with the terms of Section 2.8 and (b) a certification by the chief executive officer, president, chief financial officer or treasurer or controller of Parent that the Loan Parties are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, Administrative Agent shall notify each of the applicable Lenders thereof. Each such Loan Request shall be irrevocable and binding on Borrowers and shall obligate Borrowers to accept the Loan requested from the applicable Lenders on the proposed Drawdown Date. Nothing herein shall prevent Borrowers from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. Each Loan Request shall be in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof; provided, however, that there shall be no more than ten (10) LIBOR Rate Loans outstanding at any one time. At Revolving Agent’s reasonable request, Administrative Agent shall provide information with respect to A/R Revolving Loan balances.

Section 2.7     Funds for Loans.

(a)    Not later than (i) the time specified by Administrative Agent to the Lenders with respect to the initial advance of the Loans on the Closing Date, and (ii) 1:00 p.m. on the proposed Drawdown Date of any Loans, each of the applicable Lenders will make available to Administrative Agent, at Administrative Agent’s Head Office, in immediately available funds, the amount of such Lender’s A/R Revolving Loan Commitment Percentage or Real Estate Revolving Loan Commitment Percentage, as applicable, of the amount of the requested Loans which may be disbursed pursuant to Section 2.1 or 2.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by Sections 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, Administrative Agent will make available to Borrowers the aggregate amount of such Loans made available to Administrative Agent by the applicable Lenders by crediting such amount to the account of Borrowers maintained at Administrative Agent’s Head Office or wiring such funds in accordance with Borrowers’ written instructions. The failure or refusal of any Lender to make available to Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to Administrative Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional A/R Revolving Loans or Real Estate Revolving Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing.

(b)    Unless Administrative Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to Administrative Agent such Lender’s Commitment Percentage of a proposed Loan, Administrative Agent may in its discretion assume that such Lender has made such Loan available to Administrative Agent in accordance with the provisions of this Agreement and Administrative Agent may, if it chooses, in reliance upon such assumption make such Loan available to Borrowers, and such Lender shall be liable to Administrative Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon Administrative Agent’s demand therefor, Administrative Agent will promptly notify Parent, and Borrowers shall promptly pay such corresponding amount to Administrative Agent. Administrative Agent shall also be entitled to recover from the Lender or Borrowers, as the case may be, interest on such corresponding amount in respect of each day

from the date such corresponding amount was made available by Administrative Agent to Borrowers to the date such corresponding amount is recovered by Administrative Agent at a per annum rate equal to (i) from Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate.

Section 2.8     Use of Proceeds. Borrowers will use (a)  the proceeds of Real Estate Revolving Loans available pursuant to clause (b) of the definition of Real Estate Borrowing Base Availability only as expressly permitted by such clause (b), and (b) the proceeds of all other Loans for acquisitions, debt repayment, general corporate and working capital purposes, including Construction Costs for Eligible Villa Units, Investments permitted under Section 8.3 and Permitted Distributions, in each case to the extent otherwise consistent with the terms of this Agreement.

Section 2.9     Letters of Credit.

(a)    Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Maturity Date, the Issuing Lender shall issue such Letters of Credit as Borrowers may request upon the delivery of a written request in the form of Exhibit G (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the aggregate Letter of Credit Liabilities shall not exceed the Letter of Credit Commitment, (iii) in no event shall the Aggregate Real Estate Revolving Credit Obligations (after giving effect to any requested Letters of Credit) exceed the lesser of the Total Real Estate Revolving Loan Commitment and the Real Estate Borrowing Base Availability or cause a violation of the covenant set forth in Section 9.1, (iv) the conditions set forth in Sections 10 and 11 shall have been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this Section 2.9, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Real Estate Revolving Loan Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Real Estate Revolving Loan Lenders that are Non-Defaulting Lenders consistent with Section 2.12(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with Borrowers or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in Sections 10 and 11 have been satisfied unless it receives written notice from a Real Estate Revolving Loan Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of Parent. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of Borrowers. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. Each Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Majority Real Estate Revolving Loan Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one (1) year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to Administrative Agent and the Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the Maturity Date). The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Real Estate Revolving Loan Commitment as a Real Estate Revolving Loan.

(b)    Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in

accordance with the terms of this Agreement), and (ii) a certification by the chief financial officer of Parent that the Loan Parties are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. Borrowers shall further deliver to the Issuing Lender such additional applications (the form of application as of the date hereof being attached hereto as Exhibit H) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control.

(c)    The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to Section 2.9(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion.

(d)    Upon the issuance of a Letter of Credit, each Real Estate Revolving Loan Lender shall be deemed to have purchased a participation therein from the Issuing Lender in an amount equal to its respective Real Estate Revolving Loan Commitment Percentage of the amount of such Letter of Credit. No Real Estate Revolving Loan Lender’s obligation to participate in a Letter of Credit shall be affected by any other Real Estate Revolving Loan Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit.

(e)    Upon the issuance of each Letter of Credit, Borrowers shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate equal to one-eighth of one percent (0.125%) of the face amount of such Letter of Credit (which fee shall not be less than $1,500 in any event) and an administrative charge of $250, and (ii) for the accounts of the Real Estate Revolving Loan Lenders that are Non-Defaulting Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin then applicable to LIBOR Rate Loans on the face amount of such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Real Estate Revolving Loan Commitments shall terminate and on the expiration or return of any Letter of Credit. In addition, Borrowers shall pay to the Issuing Lender for its own account within five (5) days of demand of the Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by the Issuing Lender.

(f)    In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, Borrowers shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Real Estate Revolving Loan that is a Base Rate Loan under this Agreement (Borrowers being deemed to have requested a Base Rate Loan on such date in an amount equal to the amount of such drawing and such amount drawn shall be a Real Estate Revolving Loan that is a Base Rate Loan under this Agreement) and Administrative Agent shall promptly notify each Real Estate Revolving Loan Lender by telecopy, telephone (confirmed in writing) or other similar means of transmission, and each Real Estate Revolving Loan Lender shall promptly and unconditionally pay to Administrative Agent, for the Issuing Lender’s own account, an amount equal to such Real Estate Revolving Loan Lender’s Real Estate Revolving Loan Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Real Estate Revolving Loan Lender shall not make such amount available on the Business Day on which such draw is funded, such Real Estate Revolving Loan Lender agrees to pay such amount to Administrative Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to Administrative Agent, at the Federal Funds Effective Rate until three (3) days after the date on which Administrative Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter.

Further, such Real Estate Revolving Loan Lender shall be deemed to have assigned any and all payments made of principal and interest on its Real Estate Revolving Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to Administrative Agent to fund the amount of any drawn Letter of Credit which such Real Estate Revolving Loan Lender was required to fund pursuant to this Section 2.9(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Real Estate Revolving Loan Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in Section 3.6. The failure of any Real Estate Revolving Loan Lender to make funds available to Administrative Agent in such amount shall not relieve any other Real Estate Revolving Loan Lender of its obligation hereunder to make funds available to Administrative Agent pursuant to this Section 2.9(f).

(g)    If after the issuance of a Letter of Credit pursuant to Section 2.9(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Real Estate Revolving Loan Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as an Real Estate Revolving Loan, each Real Estate Revolving Loan Lender will, on the date such Real Estate Revolving Loan pursuant to Section 2.9(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Real Estate Revolving Loan Commitment Percentage of the amount of such Letter of Credit. Each Real Estate Revolving Loan Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Real Estate Revolving Loan Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount.

(h)    Whenever at any time after the Issuing Lender has received from any Real Estate Revolving Loan Lender any such Real Estate Revolving Loan Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Real Estate Revolving Loan Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Real Estate Revolving Loan Lender’s participation interest was outstanding and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Real Estate Revolving Loan Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it.

(i)    The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.

(j)    Each Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither Administrative Agent, the Issuing Lender nor any Real Estate Revolving Loan Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Real Estate Revolving Loan Lender. None

of the foregoing will affect, impair or prevent the vesting of any of the rights or powers granted to Administrative Agent, the Issuing Lender or the Real Estate Revolving Loan Lenders hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any act taken or omitted to be taken by Administrative Agent, the Issuing Lender or the other Real Estate Revolving Loan Lenders in good faith will be binding on Borrowers and will not put Administrative Agent, the Issuing Lender or the other Real Estate Revolving Loan Lenders under any resulting liability to Borrowers; provided nothing contained herein shall relieve the Issuing Lender for liability to Borrowers arising as a result of the gross negligence or willful misconduct of the Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods.

Section 2.10    Increase in Commitments.

(a)     Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.10 and with the approval of Administrative Agent, Borrowers shall have the option, at any time and from time to time, before the Maturity Date to request the increase of the Total Real Estate Revolving Loan Commitment or the increase of the Total A/R Revolving Loan Commitment (each, a “Commitment Increase”), in an aggregate amount not to exceed $140,000,000.00 (such that the Total Commitment shall not exceed $500,000,000.00), by giving written notice to Administrative Agent (each, an “Increase Notice”), each of which shall specify the date (each, an “Increase Effective Date”) on which Borrowers propose that the applicable Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, and the Commitment to be increased; provided that any such individual increase of the Real Estate Revolving Loan Commitment or the A/R Revolving Loan Commitment must be in a minimum amount of $5,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with KeyBanc and shall notify Parent of the amount of the facility fees to be paid to any Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide a portion of the Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be (which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Administrative Agent Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be (each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, and of the facility fees to be paid with respect thereto. Each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, who desires to provide a portion of the Commitment Increase upon such terms shall provide Administrative Agent with a written commitment letter specifying the portion of the Commitment Increase which it is willing to provide prior to such deadline as may be specified in the Commitment Increase Request Notice. If the requested increase is oversubscribed, Administrative Agent and KeyBanc shall allocate the Commitment Increase among the Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide such commitment letters on such basis as Administrative Agent and KeyBanc shall determine in their sole discretion. If the increases to the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, so provided are not sufficient to provide the full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, KeyBanc or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, KeyBanc and Parent) to become a Real Estate Revolving Loan Lender or an A/R Revolving Loan Lenders, as the case may be, and provide a portion of the Commitment Increase. Administrative Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Commitment Increase to be provided by each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, and the revised Real Estate Revolving Loan

Commitment Percentages or A/R Revolving Loan Commitment Percentages, as the case may be, which shall be applicable after the Increase Effective Date. In no event shall any Lender be obligated to increase its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be.

(b)    The terms and provisions of the Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, made pursuant to the Commitment Increases shall be as follows:

(i)    terms and provisions of Loans made pursuant to the Commitment Increases shall be identical to the existing Real Estate Revolving Loans or A/R Revolving Loans, as the case may be (except as otherwise set forth in Section 2.10(a) with respect to the facility fees paid in connection therewith), it being understood that the Loans made pursuant to the Commitment Increases will be, for all intents and purposes, Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, and all references in the Loan Documents to Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to the Commitment Increases that are Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, made pursuant to this Agreement; and

(ii)    the maturity date of Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, shall be the Maturity Date.

(c)    Upon each Increase Effective Date of each increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, pursuant to this Section 2.10, (i) the applicable Commitment Increase shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrowers, Guarantors, Administrative Agent and each Lender making a portion of such Commitment Increase, in form and substance reasonably satisfactory to each of them, and the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 2.10, (ii) Administrative Agent may unilaterally revise Schedule 1.1(a) to reflect the name and address, Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be, and Real Estate Revolving Loan Commitment Percentage or A/R Revolving Loan Commitment Percentage, as the case may be, of each Lender following such increase and (iii) Borrowers shall execute and deliver to Administrative Agent a new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, for each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, whose Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be, has changed so that the principal amount of such Real Estate Revolving Loan Lender’s or A/R Revolving Loan Lender’s, as the case may be, Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall equal its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be. Administrative Agent shall deliver such replacement Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, to the respective Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, in exchange for the Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, replaced thereby which shall be surrendered by such Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be. Each such new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall provide that it is a replacement for the applicable surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, and that it does not constitute a novation, shall be dated as of the applicable Increase Effective Date and shall otherwise be in substantially the form of the replaced Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be. Concurrently with the issuance of any new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, pursuant to this Section 2.10(c), Borrowers shall deliver an opinion of counsel, addressed to the Lenders and Administrative Agent, relating to the due authorization, execution and delivery of such new Real Estate Revolving

Loan Note or A/R Revolving Loan Note, as the case may be, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall be canceled and returned to Borrowers.

(d)    Notwithstanding anything to the contrary contained herein, Borrowers may not request any Commitment Increase unless the following conditions precedent are satisfied prior to the effectiveness of thereof, which conditions cannot be waived without the consent of all of the Lenders:

(i)    Payment of Activation Fee. Borrowers shall pay (A) to Administrative Agent and KeyBanc those fees described in and contemplated by the Administrative Agent Fee Letter with respect to the applicable Commitment Increase, and (B) to KeyBanc such facility fees as the Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who are providing a portion of such Commitment Increase may require to fund such increase, which fees shall, when paid, be fully earned and non-refundable under any circumstances. KeyBanc shall pay to the Lenders providing a portion of such Commitment Increase such facility fees pursuant to their separate agreement;

(ii)    [Intentionally Omitted];

(iii)    Sections 10 and 11. On the date any Increase Notice is given and on the Increase Effective Date, both immediately before and after the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, is increased, the conditions set forth in Sections 10 and 11 are satisfied at the time of such reallocation;

(iv)    Representations True. The representations and warranties made by the Loan Parties in the Loan Documents or otherwise made by or on behalf of the Loan Parties in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except on account of changes in the facts and circumstances after the date such representation and warranty was made that resulted from actions or inactions not prohibited by this Agreement) on the date of such Increase Notice and on the date the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, is increased, both immediately before and after the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, is increased;

(v)     Additional Documents and Expenses. The Loan Parties shall execute and deliver to Administrative Agent and the Lenders such additional documents (including amendments to the Security Documents), instruments, certifications and opinions as Administrative Agent may reasonably require (including, in the case of Borrowers, a Compliance Certificate demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase) and Borrowers shall pay the cost of any mortgagee’s title insurance policy or any endorsement or update thereto or any updated UCC searches, all recording, field examination and audit and Appraisal costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are incurred by Administrative Agent, KeyBanc or the Lenders in connection with such increase; and

(vi)    Beneficial Ownership Certification. If requested by Administrative Agent or any Lender, Borrowers shall have delivered, at least two (2) Business Days prior to the Increase Effective Date, to Administrative Agent (and any such Lender) a completed and executed Beneficial Ownership Certification.

(e)    On any Increase Effective Date on which a Commitment Increase is effective, subject to the satisfaction of the foregoing terms and conditions, the outstanding principal balance of the Real Estate Revolving Loans or A/R Revolving Loans, as applicable, shall be reallocated among the applicable Lenders such that after such Increase Effective Date the outstanding principal amount of Real Estate Revolving Loans or A/R Revolving Loans owed to each applicable Lender shall be equal to such Lender’s Real Estate Revolving Loan Commitment Percentage or A/R Revolving Loan Commitment Percentage (as in effect after such Increase Effective Date) of the outstanding principal amount of all Real Estate Revolving Loans or A/R Revolving Loans, as applicable. The participation interests of the Real Estate Revolving Credit Lenders in the Real Estate Swing Loans and Letters of Credit and of the A/R Revolving Loan Lenders in the A/R Swing Loans shall be similarly adjusted. On any Increase Effective Date, each of those Lenders whose Real Estate Revolving Loan Commitment Percentage or A/R Revolving Loan Commitment Percentage is increasing shall advance the funds to Administrative Agent and the funds so advanced shall be distributed among the Lenders whose Real Estate Revolving Loan Commitment Percentage or A/R Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Real Estate Revolving Loans or A/R Revolving Loans.

(f)    The Loans made pursuant to this Section 2.10 shall constitute Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from security interests created by the Security Documents and the guarantees of Guarantors. The Loan Parties shall take any actions reasonably required by Administrative Agent to ensure or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the Uniform Commercial Code or otherwise after giving effect to the making of any such Real Estate Revolving Loans or A/R Revolving Loans, as the case may be.

Section 2.11    Extension of Maturity Date.

Borrowers shall have the one-time right and option to extend the Maturity Date to September 5, 2024, upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of the Maturity Date:

(a)     Extension Request. Parent shall deliver written notice of such request (the “Extension Request”) to Administrative Agent not earlier than the date which is one hundred fifty (150) days and not later than the date which is thirty (30) days prior to the Maturity Date (as determined without regard to such extension), or such shorter period of time as may be approved by Administrative Agent in its reasonable discretion. The Extension Request shall be irrevocable and binding on Borrowers.

(b)    Payment of Extension Fee. Borrowers shall pay to Administrative Agent for the pro rata accounts of the Lenders in accordance with their respective Commitments an extension fee in an amount equal to fifteen (15) basis points on the Total Commitment in effect on the Maturity Date (as determined without regard to such extension), which fee shall, when paid, be fully earned and non-refundable under any circumstances. The foregoing shall be in lieu of, and not in addition to, any extension fee required under the Administrative Agent Fee Letter.

(c)     No Default. On the date the Extension Request is given and on the Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default and all conditions set forth in Sections 10 and 11 are satisfied.

(d)    Representations and Warranties. The representations and warranties made by the Loan Parties in the Loan Documents or otherwise made by or on behalf of the Loan Parties in connection therewith or after the date thereof pursuant to the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all

material respects (except on account of changes in the facts and circumstances after the date such representation and warranty was made that resulted from actions or inactions not prohibited by this Agreement), it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date) on the date the Extension Request is given and on the Maturity Date (as determined without regard to such extension).

(e)     Additional Documents and Expenses. The Loan Parties shall execute and deliver to Administrative Agent and the Lenders such additional commercially reasonable opinions, consents and affirmations and other documents (including amendments to the Security Documents) as Administrative Agent may reasonably require; provided that none of the foregoing shall create any new obligations on any Borrowers, Guarantors or any Operator, or reduce the rights of such parties, and Borrowers shall pay the out-of-pocket cost of any title endorsement or update thereto or any update of UCC searches, recordings costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any other fees, taxes, charges or expenses which are required to be paid in connection with such extension.

(f)     Beneficial Ownership Certification. If requested by Administrative Agent or any Lender, Borrowers shall have delivered, at least two (2) Business Days prior to the Maturity Date (as determined without regard to such extension), to Administrative Agent (and any such Lender) a completed and executed Beneficial Ownership Certification.

(g)     Appraisals. Administrative Agent shall have obtained at Borrowers’ expense new Appraisals or an update to the existing Appraisals of the Collateral Properties and determined the current Appraised Value of the Collateral Properties.

Section 2.12    Defaulting Lenders.

(a)    If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to Administrative Agent or Borrowers under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including any right to vote in respect of, to consent to or to direct any action or inaction of any Agent or to be taken into account in the calculation of the Majority Lenders, the Majority Real Estate Revolving Loan Lenders, the Majority A/R Revolving Loan Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to Administrative Agent or Revolving Agent of any amount required to be paid to such Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which such Agent or Borrowers may have under the immediately preceding provisions or otherwise, such Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by any Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in Section 2.12(d).

(b)    Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting Lender’s Commitments. Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent and Borrowers no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting

Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitments in proportion to the Commitments of the other Lenders exercising such right. If after such fifth Business Day, the Lenders have not elected to purchase all of the Commitments of such Defaulting Lender, then Borrowers (so long as no Event of Default exists) or the Majority Lenders may, by giving written notice thereof to Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments to an eligible assignee subject to and in accordance with the provisions of Section 18.1 for the purchase price provided for below. No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible assignee. Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in Section 18.1 have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting 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 Acceptance Agreement. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by Borrowers to the Defaulting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees. Prior to payment of such purchase price to a Defaulting Lender, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent pursuant to Section 2.12(d).

(c)    During any period in which there is a Defaulting Lender, all or any part of such Defaulting Lender’s obligation to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.9(g) or Swing Loans pursuant to Section 2.4(e) shall be reallocated among the A/R Revolving Loan Lenders (with respect to A/R Swing Loans) or Real Estate Revolving Loan Lenders (with respect to Real Estate Swing Loans and Letters of Credit) that are Non-Defaulting Lenders in accordance with their respective A/R Revolving Loan Commitment Percentages or Real Estate Revolving Loan Commitment Percentages, as applicable, (computed without giving effect to the A/R Revolving Loan Commitment or Real Estate Revolving Loans Commitment, as applicable, of such Defaulting Lender; provided that (i) the aggregate obligation of each Real Estate Revolving Loan Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Real Estate Swing Loans shall not exceed the positive difference, if any, of (A) the Real Estate Revolving Loan Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate outstanding principal amount of the applicable Real Estate Revolving Loans of that Lender plus (2) such Lender’s pro rata portion in accordance with its Real Estate Revolving Loan Commitment Percentage of outstanding Letter of Credit Liabilities and Real Estate Swing Loans, and (ii) the aggregate obligation of each A/R Revolving Loan Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in A/R Swing Loans shall not exceed the positive difference, if any, of (A) the A/R Revolving Loan Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate outstanding principal amount of the applicable A/R Revolving Loans of that Lender plus (2) such Lender’s pro rata portion in accordance with its A/R Revolving Loan Commitment Percentage of outstanding A/R Swing Loans. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(d)    Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to Administrative Agent for the account of such Defaulting Lender pursuant to Section 13), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender pro rata to Agents hereunder (other than with respect to Letter of Credit Liabilities); second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender (with respect

to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder; third, if so determined by Administrative Agent or requested by the Issuing Lender or the Swing Loan Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; fourth, as Borrowers 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 Administrative Agent; fifth, if so determined by Administrative Agent and Borrowers, to be held in a non-interest bearing Deposit Account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to any Agent or the Lenders (including the Issuing Lender and the Swing Loan Lender) as a result of any judgment of a court of competent jurisdiction obtained by any Agent or any Lender (including the Issuing Lender and the Swing Loan Lender) against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrowers as a result of any judgment of a court of competent jurisdiction obtained by Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swing Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or funded participations in Letters of Credit or Swing Loans were made at a time when the conditions set forth in Sections 10 and 11, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit and Swing Loans owed to, all Non-Defaulting Lenders that are Lenders with the applicable Commitment on a pro rata basis until such time as all Loans and funded and unfunded participations in Letters of Credit or Swing Loans are held by the Lenders pro rata in accordance with their Commitment Percentages without regard to Section 2.12(c), prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit and Swing Loans owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.12(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loans, shall not be considered outstanding principal under this Agreement.

(e)    Within five (5) Business Days of demand by the Issuing Lender or the Swing Loan Lender from time to time, Borrowers shall deliver to Administrative Agent for the benefit of the Issuing Lender and the Swing Loan Lender cash collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Sections 2.4(a), 2.9(a) and 2.12(c)) on terms satisfactory to the Issuing Lender and/or the Swing Loan Lender in its good faith determination (and such cash collateral shall be in Dollars). Any such cash collateral shall be deposited in the Collateral Account as collateral (solely for the benefit of the Issuing Lender and/or the Swing Loan Lender) for the payment and performance of each Defaulting Lender’s pro rata portion in accordance with their respective Real Estate Revolving Loan Commitment Percentages of outstanding Letter of Credit Liabilities and Real Estate Swing Loans and A/R Revolving Loan Commitment Percentages of outstanding A/R Swing Loans. Moneys in the Collateral Account deposited pursuant to this Section 2.12(e) shall be applied by Administrative Agent to reimburse the Issuing Lender and/or the Swing Loan Lender immediately for each Defaulting Lender’s pro rata portion in accordance with their respective Real Estate Revolving Loan Commitment Percentages or A/R Revolving Loan Commitment Percentages, as applicable, of any funding obligation with respect to a Letter of Credit or Swing Loan which has not otherwise been reimbursed by Borrowers or such Defaulting Lender.

(f)     (i)    Each Lender that is a Defaulting Lender shall not be entitled to receive any facility unused fee pursuant to Section 2.3 for any period during which such Lender is a Defaulting Lender.

(ii)    Each Lender that is a Defaulting Lender shall not be entitled to receive Letter of Credit fees pursuant to Section 2.9(e) due to it for any period during which such Lender is a Defaulting Lender.

(iii)    With respect to any facility unused fee or Letter of Credit fee not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, Borrowers shall (A) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.12(c), (B) pay to the Issuing Lender and the Swing Loan Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Lender’s or the Swing Loan Lender’s Fronting Exposure to such Defaulting Lender and (C) not be required to pay any remaining amount of any such fee.

(g)    If Parent (so long as no Default or Event of Default exists) and Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Lenders in accordance with their Commitments (without giving effect to Section 2.12(c)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while such 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 such Lender having been a Defaulting Lender.

Section 2.13    Borrowing Agency Provisions; Joint and Several Liability; Waivers; Subrogation; Subordination.

(a)    Each Borrower hereby irrevocably appoints Parent, and Parent hereby irrevocably agrees, to act under this Agreement and the other Loan Documents, as the agent and representative of itself and each other Borrower for all purposes under this Agreement and the other Loan Documents, including requesting Loans and Letters of Credit, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Rate Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Administrative Agent or Revolving Agent. Administrative Agent and Revolving Agent may rely, and shall be fully protected in relying, on any Loan Request, Letter of Credit Request, Increase Notice, Conversion Request, Real Estate Borrowing Base Certificate, A/R Borrowing Base Certificate, Compliance Certificate, disbursement instructions, reports, information, or any other notice or communication made or given by Parent, whether in its own name, on behalf of any Borrower or on behalf of “Borrowers”, and neither Administrative Agent nor Revolving Agent shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on such Borrower of any such Loan Request, Letter of Credit Request, Increase Notice, Conversion Request, Real Estate Borrowing Base Certificate, A/R Borrowing Base Certificate, Compliance Certificate, instruction, report, information or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected. Each Borrower hereby irrevocably authorizes Administrative Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Parent.

(b)    The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. None of Administrative Agent, Revolving Agent nor any Lender shall incur liability to Borrowers as a result of structuring the facility as a co-borrowing facility. To induce Administrative Agent, Revolving Agent and the Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Administrative Agent, Revolving Agent and each Lender and holds Administrative Agent, Revolving Agent and each Lender harmless from and against any and all liabilities and claims of damage or injury asserted and actual out-of-pocket expenses, losses and damages against or of Administrative Agent, Revolving Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Administrative Agent, Revolving Agent or any Lender on any request or instruction from Parent or any other action taken by Administrative Agent, Revolving Agent or any Lender with respect to this Section 2.13 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c)    All Obligations shall constitute joint and several obligations of Borrowers and shall be secured by Administrative Agent’s security interest (on behalf of the Secured Parties) and Lien upon all of the Collateral, and by all other security interests and Liens heretofore, now or at any time hereafter granted by each Loan Party to the Secured Parties, or any of them, to the extent provided in the Security Documents under which such Lien arises. Each Borrower expressly represents and acknowledges that it is part of a common enterprise with the other Borrowers and that any financial accommodations by the Secured Parties, or any of them, to any other Borrower hereunder and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage to all Borrowers. Each Borrower acknowledges that any Loan Request, Letter of Credit Request, Conversion or other notice given by any Borrower to Administrative Agent, Revolving Agent or any Lender shall bind all Borrowers, and that any notice given by Administrative Agent, Revolving Agent or any Lender to any Borrower shall be effective with respect to all Borrowers. Each Borrower acknowledges and agrees that each Borrower shall be liable, on a joint and several basis, for all of the Loans and other Obligations, regardless of which Borrower actually may have received the proceeds of any of the Loans or other extensions of credit or the amount of such Loans or other extensions of credit received or the manner in which Administrative Agent or any Lender accounts among Borrowers for such Loans or the other Obligations on its books and records, and further acknowledges and agrees that Loans and other extensions of credit to any Borrower inure to the mutual benefit of all of Borrowers and that the Secured Parties are relying on the joint and several liability of Borrowers in extending the Loans and other financial accommodations under the Loan Documents, the Bank Products Documents and the documents evidencing Hedge Obligations.

(d)    Each of Borrowers represents, warrants and covenants to the Lenders and Agents that in the event of the filing of any voluntary or involuntary petition in bankruptcy by or against any of the other Borrowers at any time following the execution and delivery of this Agreement, none of Borrowers shall seek a supplemental stay or any other relief in any bankruptcy case of any of such other Borrowers, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code or any other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or inhibit the ability of the Lenders or any Agent to enforce any rights it has by virtue of this Agreement, the other Loan Documents, or at law or in equity, or any other rights the Lenders or any Agent has, whether now or hereafter acquired, against the other Borrowers or against any property owned by such other Borrowers.

(e)    Each of Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:

(i)    Any right to require any Agent or the Lenders to proceed against the other Borrowers or any other Person or to proceed against or exhaust any security held by any Agent or the

Lenders at any time or to pursue any other remedy in any Agent’s or any Lender’s power or under any other agreement before proceeding against a Borrower hereunder or under any other Loan Document;

(ii)    The defense of the statute of limitations in any action hereunder or the payment or performance of any of the Hedge Obligations, the Bank Product Obligations or the other Obligations;

(iii)    Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of any Agent or any Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons;

(iv)    Any failure on the part of Administrative Agent, Revolving Agent or any Lender to ascertain the extent or nature of any Collateral or any insurance or other rights with respect thereto, or the liability of any party liable under the Loan Documents or the obligations evidenced or secured thereby;

(v)     Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind (except for such notices as are specifically required to be provided to Borrowers pursuant to the Loan Documents), or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any Borrower, Administrative Agent, Revolving Agent, any Lender, any endorser or creditor of Borrowers or on the part of any other Person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by any Agent or any Lender;

(vi)     Any defense based upon an election of remedies by any Agent or any Lender, including any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of a Borrower or the rights of a Borrower to proceed against the other Borrowers for reimbursement, or both;

(vii)     Any right or claim of right to cause a marshaling of the assets of any other Borrower or any Guarantor;

(viii)     Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement;

(ix)     Any duty on the part of Administrative Agent, Revolving Agent or any Lender to disclose to Borrowers any facts any Agent or any Lender may now or hereafter know about Borrowers, any Guarantor or the Collateral, regardless of whether Administrative Agent, Revolving Agent or any Lender has reason to believe that any such facts materially increase the risk beyond that which each Borrower intends to assume or has reason to believe that such facts are unknown to Borrowers or has a reasonable opportunity to communicate such facts to Borrowers, it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the financial condition of the other Borrowers, of the condition of the Collateral Properties or the other Collateral and of any and all circumstances bearing on the risk that liability may be incurred by Borrowers hereunder and under the other Loan Documents;

(x)    Any lack of notice of disposition or of manner of disposition of any Collateral;

(xi)    Any inaccuracy of any representation or other provision contained in any Loan Document;

(xii)    Any sale or assignment of the Loan Documents, or any interest therein;

(xiii)    Any sale or assignment by a Borrower or any other Person of any Collateral, or any portion thereof or interest therein, whether or not consented to by any Agent or any Lender;

(xiv)    Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;

(xv)    Any lack of commercial reasonableness in dealing with the Collateral;

(xvi)    Any deficiencies in the Collateral, the nonperfection or impairment of any security interest or other Lien on any Collateral, or any deficiency in the ability of Administrative Agent, Revolving Agent or any Lender to collect or to obtain performance from any Persons now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(xvii)    An assertion or claim that the automatic stay provided by 11 U.S.C. Section 362 (arising upon the voluntary or involuntary bankruptcy proceeding of any of the other Borrowers) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever (arising upon any proceeding of any of the other Borrowers), now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of any Agent or any Lender to enforce any of its rights, whether now or hereafter required, which any Agent or any Lender may have against such Borrower or the Collateral owned by it;

(xviii)    Any modifications of the Loan Documents or any obligation of Borrowers relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Code, any other debtor relief law (whether statutory, common law, case law or other law) or at equity of any jurisdiction whatsoever, now or hereafter in effect, or otherwise;

(xix)    Any release of a Borrower or of any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Administrative Agent’s or the Lenders’ voluntary act or otherwise (except as to a particular Borrower released, the release of such Borrower pursuant to Section 5.3 or 5.6);

(xx)    Any action, occurrence, event or matter consented to by Borrowers under any provision hereof, or otherwise;

(xxi)    The dissolution or termination of existence of any Borrower or Guarantor, or the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any Borrower or Guarantor;

(xxii)    Either with or without notice to Borrowers, any renewal, extension, modification, amendment or another changes in any of the Hedge Obligations, the Bank Product

Obligations or the other Obligations, including any material alteration of the terms of payment or performance of any of the Hedge Obligations, the Bank Product Obligations or the other Obligations;

(xxiii)    Any defense of Borrowers, including the invalidity, illegality or unenforceability of any of the Hedge Obligations, the Bank Product Obligations or the other Obligations, other than payment in full of the Obligations;

(xxiv)    Any voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any Borrower or any Guarantor or any other Person;

(xxv)    Any voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, any Borrower or any Guarantor or any other Person, or any of any Borrower’s or any Guarantor’s or any other Person’s properties or assets;

(xxvi)    Any damage, destruction, condemnation, foreclosure or surrender of all or any part of the Collateral (including any Collateral Property), any other Real Estate or any of the improvements located thereon;

(xxvii)    Any failure or delay of Lender to commence an action against any Borrower or any other Person, to assert or enforce any remedies against any Borrower under the Notes or the other Loan Documents, or to realize upon any security;

(xxviii)    Any LLC Division of any Borrower or any Guarantor, notwithstanding the prohibition contained in this Agreement or the Guaranty; or

(xxix)    To the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which Borrowers might otherwise be entitled (other than payment in full of the Obligations), it being the intention that the obligations of Borrowers hereunder are absolute, unconditional and irrevocable other than to the extent satisfied by Borrowers as required hereby.

(f)     Each of Borrowers waives, to the fullest extent that each may lawfully so do, the benefit of all appraisement, valuation, stay, extension, homestead, exemption and redemption laws which such Person may claim or seek to take advantage of in order to prevent or hinder the enforcement of any of the Loan Documents or the exercise by Lenders or any Agent of any of their respective remedies under the Loan Documents and, to the fullest extent that Borrowers may lawfully so do, such Person waives any and all right to have the assets comprised in the security intended to be created by the Security Documents (including those assets owned by the other of Borrowers or any Guarantor) marshaled upon any foreclosure of the lien created by such Security Documents. Each of Borrowers further agrees that the Lenders and any Agent shall be entitled to exercise their respective rights and remedies under the Loan Documents or at law or in equity in such order as they may elect. Without limiting the foregoing, each of Borrowers further agrees that upon the occurrence and during the continuance of an Event of Default, the Lenders and any Agent may exercise any of such rights and remedies without notice to either of Borrowers except as required by law or the Loan Documents and agrees that neither the Lenders nor any Agent shall be required to proceed against the other Borrowers or any other Person or to proceed against or to exhaust any other security held by the Lenders or any Agent at any time or to pursue any other remedy in Lender’s or any Agent’s power or under any of the Loan Documents before proceeding against a Borrower or its assets under the Loan Documents.

(g)    Except as set forth in the Contribution Agreement, each of Borrowers hereby expressly waives any right of contribution from or indemnity against the other, whether at law or in equity,

arising from any payments made by such Person pursuant to the terms of this Agreement or the Loan Documents, and each of Borrowers acknowledges that it has no right whatsoever to proceed against the other or any Guarantor for reimbursement of any such payments. In connection with the foregoing, each of Borrowers expressly waives any and all rights of subrogation to the Lenders or any Agent against the other Borrowers and Guarantors, and each of Borrowers hereby waives any rights to enforce any remedy which the Lenders or any Agent may have against the other Borrowers and Guarantors and any rights to participate in any Collateral or any other assets of the other Borrowers and Guarantors. In addition to and without in any way limiting the foregoing, each Borrower hereby subordinates any and all indebtedness it may now or hereafter be owed by any other Borrower or Guarantor to the Obligations, and agrees with the Lenders and Agents that none of Borrowers shall claim any offset or other reduction of such Borrower’s obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the Collateral or any other assets of the other Borrowers.

Section 2.14    Termination or Reduction of the Commitments.

(a)    Borrowers shall have the right, at any time and from time to time upon five (5) Business Days’ prior written notice by Parent to Administrative Agent, to reduce any of the Commitments by $5,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof (provided that in no event shall the Total Commitment be reduced in such manner to an amount less $150,000,000) or to terminate entirely the Commitments, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except as otherwise set forth in Section 4.7; provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto, the sum of outstanding Real Estate Revolving Loans and the outstanding Real Estate Swing Loans and Letter of Credit Liabilities would exceed the Real Estate Revolving Loan Commitments of the Real Estate Revolving Loan Lenders as so terminated or reduced; and provided, further, however, that no such termination or reduction shall be permitted if, after giving effect thereto, the sum of outstanding A/R Revolving Loans and the outstanding A/R Swing Loans would exceed the A/R Revolving Loan Commitments of the A/R Revolving Loan Lenders as so terminated or reduced.