Common use of Section 1315 Clause in Contracts

Section 1315. Series Enhancer...............................................67 Section 1316. Interest Rate Hedge Counterparty..............................67 Section 1317. Consents and Approvals........................................67 Table of Contents (continued) EXHIBIT A - Form of Non-Recourse Release EXHIBIT B - Investment Letter EXHIBIT C - Form of Control Agreement EXHIBIT D - Depreciation Methods by Type of Managed Container EXHIBIT E - Form of Asset Base Certificate EXHIBIT F Interest Rate Hedge Agreement Policy APPENDIX A - Master Index of Defined Terms This Indenture, dated as of August 1, 2005 (as amended, modified or supplemented from time to time as permitted hereby, this "Indenture"), between TAL ADVANTAGE I LLC, a limited liability company organized under the laws of Delaware (the "Issuer"), and U.S. Bank National Association, a national banking association, as the Indenture Trustee (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party, the Noteholders, each Series Enhancer, if any, and each Eligible Interest Rate Hedge Counterparty. GRANTING CLAUSE To secure the payment of all Outstanding Obligations and the performance of all of the Issuer's covenants and agreements in this Indenture and all other Transaction Documents, the Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Indenture Trustee, for the benefit of Noteholders, each Series Enhancer, if any, and each Interest Rate Hedge Counterparty, a security interest in and to all of the Issuer's right, title and interest in, to and under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers (including any and all substitutions therefor acquired from time to time) and other Transferred Assets, (ii) the Trust Account, the Restricted Cash Account, any Series Account and all amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the foregoing or otherwise on deposit from time to time in the foregoing, (iii) the Contribution and Sale Agreement, all Interest Rate Hedge Agreements and the Management Agreement, (iv) all other assets and properties of the Issuer, whether now existing or hereafter acquired, (v) all income, payments and proceeds of the foregoing and all other assets granted, assigned, conveyed, mortgaged, pledged, hypothecated and transferred to the Indenture Trustee pursuant to this clause, and (vi) all of the following, whether now existing or hereafter acquired:

Section 1315. Series Enhancer...............................................67 Hedge Counterparty............................................................................66 Section 1316. Interest Rate Hedge Counterparty..............................67 Section 1317. Consents and Approvals................................................................................................................66 Section 1317. Counterparts..................................................................................66 Section 1318. Effect on Prior Indenture.....................................................................67 Table of Contents (continued) Schedule I Maximum Concentrations for Lessees EXHIBIT A - Form of Non-Recourse Release EXHIBIT B - Investment Letter EXHIBIT C - Form of Control Agreement EXHIBIT D - Depreciation Methods by Type of Managed Container EXHIBIT E - Form of Asset Base Certificate EXHIBIT F Interest Rate Hedge Agreement Policy APPENDIX A - Master Index of Defined Terms This Amended and Restated Indenture, dated as of August 1April 12, 2005 2006 (as amended, modified or supplemented from time to time as permitted hereby, this "Indenture"), between TAL ADVANTAGE I LLC, a limited liability company organized under the laws of Delaware (the "Issuer"), and U.S. Bank National Association, a national banking association, as the Indenture Trustee (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party, the Noteholders, each Series Enhancer, if any, and each Eligible Interest Rate Hedge Counterparty. GRANTING CLAUSE To secure the payment of all Outstanding Obligations and the performance of all of the Issuer's covenants and agreements in this Indenture and all other Transaction Documents, the Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Indenture Trustee, for the benefit of Noteholders, each Series Enhancer, if any, and each Interest Rate Hedge Counterparty, a security interest in and to all of the Issuer's right, title and interest in, to and under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers (including any and all substitutions therefor acquired from time to time) and other Transferred Assets, (ii) the Trust Account, the Restricted Cash Account, the Temporary Loss Account, any Series Account and all amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the foregoing or otherwise on deposit from time to time in the foregoing, (iii) the Contribution and Sale Agreement, all Interest Rate Hedge Agreements Agreements, the Management Agreement and the Management Intercreditor Agreement, (iv) all other assets and properties of the Issuer, whether now existing or hereafter acquired, (v) all income, payments and proceeds of the foregoing and all other assets granted, assigned, conveyed, mortgaged, pledged, hypothecated and transferred to the Indenture Trustee pursuant to this clause, and (vi) all of the following, whether now existing or hereafter acquired:

Section 1315. Series Enhancer...............................................67 Section Rights of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee's Rights......................................................................... 100 SECTION 1316. Interest Rate Hedge Counterparty..............................67 Section Article Applicable to Paying Agents............................................ 100 SECTION 1317. Consents and Approvals........................................67 Table No Suspension of Contents (continued) EXHIBIT A - Form Remedies...................................................... 100 SECTION 1318. Modification of Non-Recourse Release EXHIBIT B - Investment Letter EXHIBIT C - Form Terms of Control Agreement EXHIBIT D - Depreciation Methods by Type of Managed Container EXHIBIT E - Form of Asset Base Certificate EXHIBIT F Interest Rate Hedge Agreement Policy APPENDIX A - Master Index of Defined Terms This IndentureSenior Indebtedness................................... 100 SECTION 1319. [Intentionally Omitted]........................................................ 100 SECTION 1320. Trust Moneys Not Subordinated.................................................. 100 SIGNATURES......................................................................................... 124 INDENTURE, dated as of August 1November 4, 2005 1997, between PARAGON HEALTH NETWORK, INC., a Delaware corporation (as amended, modified or supplemented from time to time as permitted hereby, this the "IndentureCompany"), between TAL ADVANTAGE I LLChaving its principal office at Xxx Xxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, and IBJ XXXXXXXX BANK & TRUST COMPANY, a limited liability company organized under the laws of Delaware New York banking corporation, as trustee (the "IssuerTrustee"), having its Corporate Trust Office at 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. RECITALS OF THE COMPANY The Company has duly authorized the creation of and U.S. Bank National Association, a national banking association, as the Indenture Trustee (the "Indenture Trustee"). Each party agrees as follows for the benefit issuance of the other party, the Noteholders, each Series Enhancer, if any, and each Eligible Interest Rate Hedge Counterparty. GRANTING CLAUSE To secure the payment of all Outstanding Obligations and the performance of all of the Issuer's covenants and agreements in this Indenture and all other Transaction Documents, the Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Indenture Trustee, for the benefit of Noteholders, each Series Enhancer, if any, and each Interest Rate Hedge Counterparty, a security interest in and to all of the Issuer's right, title and interest in, to and under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers Company's 9 1/2% Senior Subordinated Notes due 2007 (including any and all substitutions therefor acquired from time to time) and other Transferred Assetsthe "Senior Subordinated Notes"), (ii) the Trust AccountCompany's 10 1/2% Senior Subordinated Discount Notes due 2007 (the "Senior Subordinated Discount Notes", and together with the Senior Subordinated Notes, the Restricted Cash Account, any Series Account and all amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the foregoing or otherwise on deposit from time to time in the foregoing"Initial Notes"), (iii) if and when issued in exchange for Senior Subordinated Notes as provided in the Contribution Registration Rights Agreement (as defined herein), the Company's 9 1/2% Series B Senior Subordinated Notes due 2007 (the "Senior Subordinated Exchange Notes") and Sale Agreement, all Interest Rate Hedge Agreements and the Management Agreement, (iv) all other assets if and properties when issued in exchange for Senior Subordinated Discount Notes as provided in the Registration Rights Agreement, the Company's 10 1/2% Series B Senior Subordinated Discount Notes due 2007 (the "Senior Subordinated Exchange Discount Notes", and together with the Senior Subordinated Exchange Notes, the "Exchange Notes") (collectively, the Initial Notes and the Exchange Notes are referred to herein as the "Notes"), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture. Upon the issuance of the IssuerExchange Notes, whether now existing if any, or hereafter acquired, (v) all income, payments and proceeds the effectiveness of the foregoing and all other assets grantedShelf Registration Statement (as defined herein), assigned, conveyed, mortgaged, pledged, hypothecated and transferred to the this Indenture Trustee pursuant to this clausewill be subject to, and (vi) all shall be governed by, the provisions of the followingTrust Indenture Act of 1939, whether now existing as amended, that are required or hereafter acquired:deemed to be part of and to govern indentures qualified thereunder. All things necessary have been done to make the Notes, when executed and duly issued by the Company and authenticated and delivered hereunder by the Trustee or the Authenticating Agent, the valid obligations of the Company and to make this Indenture a valid agreement of the Company in accordance with their and its terms.