Amendment and related documents and to act on their behalf in connection with this Amendment and the Credit Documents. 5.3 Receipt of a certificate or certificates executed by a Responsible Officer of the Borrower as of the First Amendment Effective...
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Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT (the βAmendmentβ), dated as of July 28, 2020, to the Credit Agreement referred to below is by and among XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership (the βBorrowerβ), XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation (the βParentβ), the Subsidiary Guarantors identified on the signature pages hereto (together with the Borrower and the Parent, collectively, the βCredit Partiesβ), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent. W I T N E S E T H WHEREAS, the Borrower and the other Credit Parties have requested that the Lenders make certain amendments to that certain Credit Agreement, dated as of January 25, 2019 (amended, restated, supplemented or otherwise modified from time to time, the βCredit Agreementβ) among the Borrower, the Parent, the Subsidiary Guarantors party thereto, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, KeyBank, National Association, as a Swing Line Lender and an L/C Issuer, and Citizens Bank, National Association, as a Swing Line Lender and an L/C Issuer; and WHEREAS, the Lenders party to this Amendment (constituting the Required Lenders) have agreed to make such amendments on the terms and conditions provided herein; NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. Section references are to sections and subsections in the Credit Agreement. Section 2. Amendments to the Credit Agreement. 2.1 Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached hereto as Exhibit A. Exhibit A hereto is a copy of the Credit Agreement marked, as described in the preceding sentence, to show the additions and deletions made to the Credit Agreement on the First Amendment Effective Date. 2.2 Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended by inserting a new Exhibit I (Form of Pledge Agreement) thereto in the form attached to this Amendment as Annex I. 2.3 Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended by amending and restating Schedule 2.01 (Lenders and Commitments; Term Loan Hedged Portion) thereto in the form attached to this Amendment as Annex II. Section 3. Representations and Warranties. Each of the Credit Parties hereby represents and warrants that: USActive 54910186.9 1
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Amendment and related documents and to act on their behalf in connection with this Amendment and the Credit Documents. 5.3 Receipt of a certificate or certificates executed by a Responsible Officer of the Borrower as of the First Amendment Effective Date, stating that (i) each Credit Party is in compliance in all material respects with all existing financial obligations (whether pursuant to the terms and conditions of the Credit Agreement or otherwise), (ii) all governmental, stockholder and third party consents and approvals, if any, with respect to this Amendment and the transactions contemplated hereby have been obtained, (iii) no action, suit, investigation or proceeding is pending, or to the knowledge of the Credit Parties threatened, in any court or before any arbitrator or governmental instrumentality that purports to affect any Consolidated Party or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, (iv) immediately prior to and following the transactions contemplated herein, each of the Credit Parties shall be Solvent, and (v) immediately after the execution of this Amendment, (A) no Default or Event of Default exists and (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality, in which case such representation and warranty was true and correct in all respects) as of such earlier date. 5.4 Receipt by the Administrative Agent and each Lender party hereto of, in each case, at least five days prior to the First Amendment Effective Date: (A) all documentation and other information requested by the Administrative Agent or any Lender party hereto under applicable βknow your customerβ or anti-money laundering rules, regulations or policies, including the Patriot Act; and (B) a Beneficial Ownership Certification in relation to each Credit Party that qualifies as a βlegal entity customerβ under the Beneficial Ownership Certification. 5.5 Receipt of (in each case in form and substance reasonably satisfactory to the Administrative Agent): (A) searches of Uniform Commercial Code filings in the state of incorporation of each Credit Party or where a filing would need to be made in order to perfect the Administrative Agentβs security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist on the Collateral other than Permitted Liens; (B) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agentβs sole discretion, to perfect the Administrative Agentβs security interest in the Collateral; and (C) certificates (if any) representing the Collateral referred to in the Pledge Agreement accompanied by undated stock powers executed in blank. Section 6. Amendment is a βCredit Documentβ. This Amendment is a Credit Document and all references to a βCredit Documentβ in the Credit Agreement and the other Credit Documents (including, 3
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without limitation, all such references in the representations and warranties in the Credit Agreement and the other Credit Documents) shall be deemed to include this Amendment. Section 7. Full Force and Effect. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect. Section 8. Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx, LLP. Section 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by facsimile or other electronic imaging shall be effective as such partyβs original executed counterpart. The words βexecuteβ, βexecution,β βsigned,β βsignatureβ and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligations to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 10. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles; provided that the Administrative Agent and each Lender shall retain all rights arising under federal law. [Remainder of page intentionally left blank] 4
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Exhibit A Credit Agreement Changes [See attached]
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Execution Version Conformed Through Amendment No. 1 CREDIT AGREEMENT Dated as of January 25, 2019 among XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, as Borrower XXXXXXX-AMERICAN HEALTHCARE REIT III, INC. and CERTAIN SUBSIDIARIES THEREOF REFERRED TO HEREIN AS GUARANTORS, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, KEYBANK, NATIONAL ASSOCIATION, as a Syndication Agent, a Swing Line Lender and an L/C Issuer, CITIZENS BANK, NATIONAL ASSOCIATION, as a Syndication Agent, a Swing Line Lender and an L/C Issuer, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,BOFA SECURITIES, INC., KEYBANC CAPITAL MARKETS, USActive 54911295.154911295.10
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and CITIZENS BANK, NATIONAL ASSOCIATION as Joint Lead Arrangers and Joint Bookrunners and FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Documentation Agent
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7.01 Liens 9798 7.02 Indebtedness 9899 7.03 Investments 99100 7.04 Fundamental Changes 100101 7.05 Dispositions 100102 7.06 Change in Nature of Business 101103 7.07 Transactions with Affiliates and Insiders 101103 7.08 Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity 101103 7.09 Negative Pledges 101103 7.10 Use of Proceeds 102104 7.11 Prepayments of Indebtedness 102104 7.12 Restricted Payments 102104 7.13 Sanctions 102104 7.14 Anti-Corruption Laws 102105 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 103105 8.01 Events of Default 103105 8.02 Remedies Upon Event of Default 105107 8.03 Application of Funds 105107 ARTICLE IX ADMINISTRATIVE AGENT 106108 9.01 Appointment and Authorization of Administrative Agent 106108 9.02 Delegation of Duties 107109 9.03 Liability of Administrative Agent 107109 9.04 Reliance by Administrative Agent 107110 9.05 Notice of Default 108110 9.06 Credit Decision; Disclosure of Confidential Information by Administrative Agent 108110 9.07 [Reserved] 109111 9.08 Administrative Agent in its Individual Capacity 109111 9.09 Successor Administrative Agent 109111 9.10 Administrative Agent May File Proofs of Claim 110113 9.11 Collateral and Guaranty Matters 111113 9.12 Other Agents; Arrangers and Managers 112114 9.13 Certain ERISA Matters 112114 ARTICLE X MISCELLANEOUS 114116 10.01 Amendments, Etc 114116 10.02 Notices and Other Communications; Facsimile Copies 116118 10.03 No Waiver; Cumulative Remedies 117119 10.04 Expenses; Indemnity; Damage Waiver 118120 10.05 [Reserved] 120122 10.06 Payments Set Aside 120122 10.07 Successors and Assigns 120122 10.08 Confidentiality 125127 10.09 Set-off 126128 10.10 Interest Rate Limitation 126128 10.11 Counterparts 126129 10.12 Integration 127129 iii
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10.13 Survival of Representations and Warranties 127129 10.14 Severability 127129 10.15 [Reserved] 127129 10.16 Replacement of Lenders 127129 10.17 No Advisory or Fiduciary Responsibility 128130 10.18 Source of Funds 129131 10.19 GOVERNING LAW 129131 10.20 WAIVER OF RIGHT TO TRIAL BY JURY 130132 10.21 No Conflict 130132 10.22 USA Patriot Act Notice 130132 10.23 Judgment Currency 130132 10.24 Entire Agreement 131133 10.25 Electronic Execution of Assignments and Certain Other Documents 131133 10.26 Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions 131133 10.27 Acknowledgement Regarding Any Supported QFCs 134 ARTICLE XI GUARANTY 132135 11.01 The Guaranty 132135 11.02 Obligations Unconditional 132135 11.03 Reinstatement 133136 11.04 Certain Waivers 134137 11.05 Rights of Contribution 134137 11.06 Guaranty of Payment; Continuing Guaranty 134137 11.07 Keepwell 134137 SCHEDULES 2.01 Lenders and Commitments; Term Loan Hedged Portion 5.10 Unencumbered Properties 5.11 Corporate Structure; Capital Stock 7.01 Liens 7.02 Indebtedness 7.03 Investments 7.09 Negative Pledges 10.02 Notice Addresses EXHIBITS A Form of Loan Notice iv
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B-1 Form of Revolving Note B-2 Form of Term Note C Form of Unencumbered Property Certificate D Form of Compliance Certificate E Form of Assignment and Assumption F Form of Subsidiary Guarantor Joinder Agreement G Form of Lender Joinder Agreement H Forms of U.S. Tax Compliance Certificates I Form of Pledge Agreement v
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βAdministrative Agentβs Officeβ means, with respect to any currency, the Administrative Agentβs address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders. βAdministrative Questionnaireβ means an Administrative Questionnaire in a form supplied by the Administrative Agent. βAffected Financial Institutionβ means (a) any EEA Financial Institution or (b) any UK Financial Institution. βAffiliateβ means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. βAgent-Related Personsβ means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, MLPFSBofA Securities), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. βAggregate Occupancyβ means, with respect to any reporting period, an amount equal to (a) the total number of rented and occupied square footage with respect to each Unencumbered Property that is a medical office building or other office space for such reporting period plus (b) with respect to each other Unencumbered Property (other than with respect to an Unencumbered Property that is a hospital or a skilled nursing facility), an amount equal to (x) the total rentable square footage relating to such Unencumbered Property for such reporting period multiplied by (y) by the applicable Occupancy Rate for such Unencumbered Property for such reporting period (determined in accordance with clause (a) of the definition of βOccupancy Rateβ in this Section 1.01). For the purposes of the definition of βAggregate Occupancyβ, βAggregate Occupancy Rateβ and βOccupancy Rateβ, a Tenant shall be deemed to occupy a Property notwithstanding a temporary cessation (not to exceed three months in any single instance) of operations for renovation, repairs or other similar temporary reason (not to exceed three months in any single instance) or for the purpose of completing tenant build-out, provided that the tenant pays rent during such cessation. βAggregate Occupancy Rateβ means, with respect to any reporting period, a percentage equaling (x) Aggregate Occupancy for the such reporting period divided by (y) the aggregate total rentable square footage relating to Unencumbered Property Pool for such reporting period. βAggregate Revolving Commitmentsβ means the Revolving Commitments of all the Revolving Lenders. βAggregate Revolving Committed Amountβ has the meaning provided in Section 2.01(a), as increased from time to time pursuant to Section 2.01(e). βAgreementβ has the meaning provided in the introductory paragraph hereof. βAgreement Currencyβ has the meaning provided in Section 10.23, βAlternative Currencyβ means each of the following currencies: Euro, Sterling and Canadian Dollars, together with each other currency (other than Dollars) that is approved in accordance with Section 1.06. 2
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βAlternative Currency Equivalentβ means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. βAlternative Currency Sublimitβ means an amount equal to the lesser of the Aggregate Revolving Commitments and $50,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. βAnnual Capital Expenditure Adjustmentβ means an amount equal to (a) the aggregate square footage of all Real Property Assets multiplied by (b) $0.50. βApplicable Maturity Dateβ means (a) with respect to the Revolving Loans, the Swing Line Loans and Letters of Credit, the Revolving Loan Maturity Date and (b) with respect to the Term Loan, the Term Loan Maturity Date. βApplicable Rateβ means, until such time as (a) the Borrower or the Parent have obtained two Investment Grade Ratings from any of Xxxxxβx, S&P and/or Fitch, and (b) the Borrower has submitted a written election (which election shall be irrevocable) to the Administrative Agent, the per annum βApplicable Rateβthe per annum rate, for any applicable period, shall beas determined based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) as set forth in the table labeled as the Consolidated Leverage Ratio Based Pricing Grid below. Consolidated Leverage Ratio Based Pricing Grid: Eurodollar Rate Revolving Loans Base Rate Eurodollar Rate Base Rate Letter of Credit Pricing Consolidated and Swing Line Revolving Term Loans Term Loans Fees Level Leverage Ratio Loans Loans Applicable Rate Applicable Rate Applicable Rate Applicable Rate 1 <35% 1.551.85% 0.550.85% 1.501.85% 0.500.85% 1.551.85% 2 >35% and <40% 1.651.95% 0.650.95% 1.551.95% 0.550.95% 1.651.95% 3 >40% and <50% 1.802.10% 0.801.10% 1.702.10% 0.701.10% 1.802.10% 4 >50% and <55% 1.952.25% 0.951.25% 1.852.25% 0.851.25% 1.952.25% 5 >55% and <60% 2.202.50% 1.201.50% 2.102.50% 1.101.50% 2.202.50% 6 >60% 2.80% 1.80% 2.80% 1.80% 2.80% Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the fifth Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered within five (5) Business Days following the date when due in accordance with such Section, then Pricing Xxxxx 00 shall apply from the first Business Day following the date such Compliance Certificate was due until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the ClosingFirst Amendment Effective Date through the date that the Borrower delivers the Compliance 3
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Certificate for the fiscal year ended December 31, 2018 shall be based onquarter ended June 30, 2020 shall be the rates labeled as Pricing Level 5 set forth in such table labeled as the Consolidated Leverage Ratio set forth in the Compliance Certificate delivered on the Closing Date pursuant to Section 4.01(f)Based Pricing Grid above. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). Upon (i) the Borrower or the Parent obtaining at least two Investment Grade Ratings from Xxxxxβx, S&P and/or Fitch, and (ii) the Borrower submitting a written election (which election shall be irrevocable) to the Administrative Agent, the per annum βApplicable Rateβ, for any applicable period, shall be determined based on the Debt Ratings as set forth in the table labeled Debt Ratings Based Pricing Grid below. If the Borrower or the Parent, as applicable, subsequently fails to maintain at least two Investment Grade Ratings, the βApplicable Rateβ, for any applicable period, shall be determined based on Pricing Level 5 in the table labeled Debt Ratings Based Pricing Grid below. Debt Ratings Based Pricing Grid: Eurodollar Base Rate Rate Revolving Revolving Loans Eurodollar Base Rate Letter of Pricing Debt Facility Loans and Applicable Rate Term Term Loans Credit Level Ratings Fee Swing Line Rate Loans Applicable Fees Loans Applicable Rate Applicable Rate Rate 1 > A-/A3 0.125% 0.775% 0.00% 0.85% 0.00% 0.775% 2 BBB+/Baa1 0.15% 0.825% 0.00% 0.90% 0.00% 0.825% 3 BBB/Baa2 0.20% 0.90% 0.00% 1.00% 0.00% 0.90% 4 BBB-/Baa3 0.25% 1.10% 0.10% 1.25% 0.25% 1.10% 5 <BBB-/Baa3 0.30% 1.45% 0.45% 1.65% 0.65% 1.45% Each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof and ending on the day immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the day immediately preceding the effective date of the next such change. If at any time when the Borrower or Parent, as applicable, has only two (2) Investment Grade Ratings, and such Investment Grade Ratings are split, then: (A) if the difference between such Investment Grade Ratings is one ratings category (e.g. Baa2 by Xxxxxβx and BBB- by S&P or Fitch), the Applicable Rate shall be the rate per annum that would be applicable if the higher of the Investment Grade Ratings were used; and (B) if the difference between such Investment Grade Ratings is two ratings categories (e.g. Baa1 by Xxxxxβx and BBB- by S&P) or more, the Applicable Rate shall be the rate per annum that would be applicable if the ratings category one category below the higher Investment Grade Rating were used. If at any time when the Borrower or Parent, as applicable, has three (3) Investment Grade Ratings, 4
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and such Investment Grade Ratings are split, then: (A) if the difference between the highest and the lowest such Investment Grade Ratings is one ratings category (e.g. Baa2 by Xxxxxβx and BBB- by S&P or Fitch), the Applicable Rate shall be the rate per annum that would be applicable if the highest of the Investment Grade Ratings were used; and (B) if the difference between such Investment Grade Ratings is two ratings categories (e.g. Baa1 by Xxxxxβx and BBB- by S&P or Fitch) or more, the Applicable Rate shall be the rate per annum that would be applicable if the average of the two (2) highest Investment Grade Ratings were used, provided that if such average is not a recognized rating category, then the Applicable Rate shall be the rate per annum that would be applicable if the second highest Investment Grade Rating of the three were used. βApplicable Timeβ means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. βApproved Fundβ means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. βArrangerβ means each of (i) MLPFSBofA Securities (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporationβs or any of its subsidiariesβ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), (ii) KeyBanc Capital Markets and (iii) Citizens Bank, National Association, each in its capacity as joint lead arranger and joint bookrunner. βAsset Valueβ means for any Real Property Asset, an amount, not less than $0, equal to (a) the Net Operating Income for such Real Property Asset for the most recently completed fiscal quarter multiplied by four and divided by (b) the applicable Capitalization Rate for such Real Property Asset. βAssignment and Assumptionβ means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.07(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent and, if such assignment and assumption requires its consent, the Borrower. βAttorney Costsβ means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external counsel. βAttributable Principal Amountβ means (a) in the case of Capital Leases, the amount of Capital Lease obligations determined in accordance with GAAP, (b) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a Capital Lease determined in accordance with GAAP, (c) in the case of Securitization Transactions, the outstanding principal amount of such financing, after taking into account reserve amounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in the case of sale and leaseback transactions, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease). βAudited Financial Statementsβ means the audited consolidated balance sheet of the Consolidated Parties for the fiscal year ended December 31, 2017, and the related consolidated statements of earnings, stockholdersβ equity and cash flows for such fiscal year of the Consolidated Parties, including the notes thereto. 5
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βAvailable Commitmentsβ means, at any time, an amount equal to the excess, if any, of (a) the Aggregate Revolving Commitments, then in effect minus (b) the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans). βBail-In Actionβ means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution. βBail-In Legislationβ means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). βBank of Americaβ means Bank of America, N.A., together with its successors. βBankruptcy Codeβ means Title 11 of the United States Code, as the same may be amended from time to time. βBankruptcy Eventβ means, with respect to any Person, the occurrence of any of the following: (a) the entry of a decree or order for relief by a court or governmental agency in an involuntary case under any applicable Debtor Relief Law or any other bankruptcy, insolvency or other similar law now or hereafter in effect, or the appointment by a court or governmental agency of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or the ordering of the winding up or liquidation of its affairs by a court or governmental agency and such decree, order or appointment is not vacated or discharged within ninety (90) days of its filing; or (b) the commencement against such Person of an involuntary case under any applicable Debtor Relief Law or any other bankruptcy, insolvency or other similar law now or hereafter in effect, or of any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed for a period of ninety (90) consecutive days, or the repossession or seizure by a creditor of such Person of a substantial part of its Property; or (c) such Person shall commence a voluntary case under any applicable Debtor Relief Law or any other bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or the taking possession by a receiver, liquidator, assignee, creditor in possession, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or make any general assignment for the benefit of creditors; or (d) the filing of a petition by such Person seeking to take advantage of any Debtor Relief Law or any other applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, or (e) such Person shall fail to contest in a timely and appropriate manner (and if not dismissed within ninety (90) days or shall consent to any petition filed against it in an involuntary case under such bankruptcy laws or other applicable Law or consent to any proceeding or action relating to any bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts with respect to its assets or existence, or (f) such Person shall admit in writing, or such Personβs financial statements shall reflect, an inability to pay its debts generally as they become due. 6
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βBase Rateβ means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its βprime rate,β (c) the one-month Eurodollar Rate plus 1.00% and (d) 0%. The βprime rateβ is a rate set by Bank of America based upon various factors including Bank of Americaβs costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. βBase Rate Loanβ means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars. βBeneficial Ownership Certificationβ: a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. βBeneficial Ownership Regulationβ: 31 C.F.R. Β§ 1010.230. βBenefit Planβ: any of (a) an βemployee benefit planβ (as defined in ERISA) that is subject to Title I of ERISA, (b) a βplanβ as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such βemployee benefit planβ or βplanβ. βBofA Securitiesβ means BofA Securities, Inc., together with its successors. βBorrowerβ has the meaning given to such term in the introductory paragraph hereof. βBorrower Materialsβ has the meaning provided in Section 6.02. βBorrowingβ means (a) a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Eurodollar Loans, having the same Interest Period, or (b) a borrowing of Swing Line Loans, as appropriate. βBusinessesβ has the meaning provided in Section 5.07(a). βBusiness Dayβ means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in New York, New York, Charlotte, North Carolina, Los Angeles, California or the state where the Administrative Agentβs Office with respect to Obligations denominated in Dollars is located and: (a) if such day relates to any interest rate settings as to a Eurodollar Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurodollar Loan, or any other dealings in Dollars to be carried out pursuant to this Credit Agreement in respect of any such Eurodollar Loan, means any such day that is also a London Banking Day; (b) if such day relates to any interest rate settings as to a Eurodollar Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurodollar Loan, or any other dealings in Euro to be carried out pursuant to this Credit Agreement in respect of any such Eurodollar Loan, means a TARGET Day; 7
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(c) if such day relates to any interest rate settings as to a Eurodollar Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurodollar Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Credit Agreement in respect of any such Eurodollar Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. βCanadian Dollarβ and βCADβ mean the lawful currency of Canada. βCapital Leaseβ means a lease that would be capitalized on a balance sheet of the lessee prepared in accordance with GAAP. βCapital Stockβ means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. βCapitalization Rateβ means for (i) medical office buildings and life science buildings, 7.25%; (ii) assisted living and independent living properties, 7.50%; (iii) skilled nursing facilities and hospitals, 10.00%; and (iv) Integrated Facilities, 8.75%. βCash Collateralβ means cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer pledged and deposited with or delivered to the Administrative Agent, for the benefit of the L/C Issuer and the Revolving Lenders, as collateral for the L/C Obligations. βCash Collateralizationβ and βCash Collateralizeβ have meanings correlative thereto. βCash Equivalentsβ means (a) securities issued or directly and fully guaranteed or insured by (i) the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000) or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Xxxxxβx is at least P-1 or the equivalent thereof (each an βApproved Bankβ), in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moodyβs and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000) for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the 8
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repurchase obligations and (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital of at least Five Hundred Million Dollars ($500,000,000) and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof. βCDORβ has the meaning specified in the definition of Eurodollar Rate. βChange in Lawβ means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a βChange in Lawβ, regardless of the date enacted, adopted or issued. βChange of Controlβ means the occurrence of any of the following events: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting stock of the Parent (or other securities convertible into such voting stock) representing thirty-five percent (35%) or more of the combined voting power of all voting stock of the Parent, (b) during any period of up to twenty-four (24) consecutive months, commencing after the Closing Date, individuals who at the beginning of such twenty-four (24) month period were directors of the Parent (together with any new director whose election by the Parentβs Board of Directors or whose nomination for election by the Parentβs stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of the Parent then in office, or (c) the Parent shall cease to be the general partner of the Borrower. As used herein, βbeneficial ownershipβ shall have the meaning provided in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934. βClosing Dateβ means the date hereof. βCollateralβ means a collective reference to all personal property with respect to which Liens in favor of the Administrative Agent are either executed, identified or purported to be granted pursuant to and in accordance with the terms of the Collateral Documents. βCollateral Documentsβ means a collective reference to the Pledge Agreement and any other documents securing the Obligations under this Credit Agreement or any other Credit Document. βCommitmentβ means (a) with respect to each Lender, (i) the Revolving Commitment of such Lender and (ii) the Term Loan Commitment of such Lender, (b) with respect to each L/C Issuer, the L/C Commitment of such L/C Issuer and (c) with respect to each Swing Line Lender, the Swing Line Commitment of such Swing Line Lender. βCommitment Utilization Percentageβ means, on any date, the percentage equal to a fraction, the numerator of which is the Outstanding Amount of Revolving Obligations (excluding the amount of any 9
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then-outstanding Swing Line Loans) and the denominator of which is the Aggregate Revolving Commitments. βCommodity Exchange Actβ means the Commodity Exchange Act (7 U.S.C. Β§ 1 et seq.). βCompliance Certificateβ means a certificate substantially in the form of Exhibit D. βConfidential Informationβ has the meaning provided in Section 10.08. βConnection Income Taxesβ means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. βConsolidated Adjusted EBITDAβ means, for the most recently completed fiscal quarter, for the Consolidated Parties (other than the Trilogy Subsidiaries) on a consolidated basis, an amount equal to (a) Consolidated EBITDA for such quarter multiplied by (b) four (4), minus (c) an amount equal to the Annual Capital Expenditure Adjustment. βConsolidated EBITDAβ means, for any period, for the Consolidated Parties (other than the Trilogy Subsidiaries) on a consolidated basis, the sum of (a) Consolidated Net Income, in each case, excluding (i) any non-recurring or extraordinary gains and losses for such period, (ii) any income or gain and any loss in each case resulting from the early extinguishment of indebtedness and (iii) any net income or gain or any loss resulting from a Swap Contract or other derivative contact (including by virtue of a termination thereof), plus (b) an amount which, in the determination of net income for such period pursuant to clause (a) above, has been deducted for or in connection with (i) Consolidated Interest Expense (plus, amortization of deferred financing costs, deferred discounts and deferred premiums to the extent included in the determination of Consolidated Interest Expense per GAAP), (ii) income taxes, (iii) depreciation and amortization, (iv) non-cash losses (or minus non-cash gains) relating to foreign currency translations, all determined in accordance with GAAP and (v) acquisition costs as a result of the application of Accounting Standards Codification 805, Business Combinations, plus (c) thesuch Consolidated Partiesβ pro rata share of the above attributable to interests in the Unconsolidated Affiliates. βConsolidated Fixed Charge Coverage Ratioβ means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA as of such date to (b) Consolidated Fixed Charges as of such date. βConsolidated Fixed Chargesβ means, for the most recently completed fiscal quarter, for the Consolidated Parties (other than the Trilogy Subsidiaries) on a consolidated basis, the product of (i) the sum of (a) Consolidated Interest Expense for such period, plus (b) current scheduled principal payments of Indebtedness for such period (excluding any βballoonβ payment or final payment at maturity that is significantly larger than the scheduled payments that preceded it), plus (c) dividends and distributions on preferred stock, if any, for such period, plus (d) thesuch Consolidated Partiesβ pro rata share of any such amounts attributable to their interest in the Unconsolidated Affiliates, in each case, as determined in accordance with GAAP, multiplied by (ii) four (4). βConsolidated Interest Expenseβ means, for any period, for the Consolidated Parties (other than the Trilogy Subsidiaries) on a consolidated basis, without duplication, an amount equal to all interest expense and letter of credit fee expense, as determined in accordance with GAAP during such period (including for the avoidance of doubt capitalized interest and interest expense attributable to thesuch Consolidated Partiesβ ownership interests in the Unconsolidated Affiliates and excluding amortization of loan fees, debt discount, debt premium and amortization of like items included in interest expense under GAAP). 10
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βConsolidated Leverage Ratioβ means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated Total Asset Value as of such date. βConsolidated Net Incomeβ means, as of any date of determination, for the Consolidated Parties (other than the Trilogy Subsidiaries) on a consolidated basis, the net income (or loss) of thesuch Consolidated Parties for the subject period; provided, that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period, (b) the net income of any Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such period, except that the Parentβs equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary of the Parent, except that the Parentβs equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Parent or a Subsidiary thereof as a dividend or other distribution (and in the case of a dividend or other distribution to a subsidiary of the Parent, such Subsidiary is not precluded from further distributing such amount to the Parent as described in clause (b) of this proviso). βConsolidated Partiesβ means the Parent and its Consolidated Subsidiaries, as determined in accordance with GAAP. βConsolidated Secured Leverage Ratioβ means, as of any date of determination, the ratio of (a) Consolidated Total Secured Indebtedness as of such date to (b) Consolidated Total Asset Value as of such date. βConsolidated Subsidiaryβ means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Parent in its consolidated financial statements if such statements were prepared as of such date. βConsolidated Tangible Net Worthβ means, for the Consolidated Parties (other than the Trilogy Subsidiaries) as of any date of determination, (a) total equity on a consolidated basis determined in accordance with GAAP, minus (b) all non-real estate related Intangible Assets on a consolidated basis, plus (c) all depreciation and amortization, all determined in accordance with GAAP. βConsolidated Total Asset Valueβ means the sum of all the following of the Consolidated Parties (other than the Trilogy Subsidiaries), without duplication, an amount, not less than $0, equal to: (a) the Asset Value of all Real Property Assets owned by thesuch Consolidated Parties on the last day of the then most recently ended fiscal quarter (other than Real Property Assets acquired by such Consolidated Parties during the then most recently ended four fiscal quarters), plus (b) the aggregate acquisition cost of all Real Property Assets acquired by thesuch Consolidated Parties during the then most recently ended four fiscal quarters, plus (c) the aggregate book value of all unimproved land holdings, direct or indirect interests in mortgage loans and mezzanine loans, notes receivable (as the book value of such notes receivable is determined in accordance with GAAP) and/or construction in progress owned by thesuch Consolidated Parties, plus (d) thesuch Consolidated Partiesβ pro rata share of the foregoing items and components attributable to interest in Unconsolidated Affiliates, plus (e) all unrestricted cash. βConsolidated Total Indebtednessβ means, as of any date of determination, all Indebtedness of the Consolidated Parties (other than the Trilogy Subsidiaries) determined on a consolidated basis. 11
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βConsolidated Total Secured Indebtednessβ means, as of any date of determination, the aggregate principal amount of Indebtedness (other than Indebtedness hereunder) of the Consolidated Parties (other than the Trilogy Subsidiaries), on a consolidated basis, that is secured by a Lien. βConsolidated Unencumbered Interest Coverage Ratioβ means, as of any date of determination, the ratio of (a) Unencumbered Net Operating Income for the fiscal quarter ended as of such date, multiplied by four (4) to (b) the Consolidated Unsecured Debt Service as of such date. βConsolidated Unencumbered Leverage Ratioβ means, as of any date of determination, the ratio of (a) Consolidated Unsecured Indebtedness as of such date to (b) Consolidated Unencumbered Total Asset Value as of such date. βConsolidated Unencumbered NOIβ means, for the Consolidated Parties (other than the Trilogy Subsidiaries) as of any date of determination, the sum of the Net Operating Income of all Consolidated Unencumbered Properties of such Consolidated Parties calculated as follows: (a) in the case of Consolidated Unencumbered Properties that are owned for at least one fiscal quarter, the Net Operating Income from such Consolidated Unencumbered Properties for the then most recently ended fiscal quarter minus (b) the Net Operating Income attributable to such Consolidated Unencumbered Properties that were sold or otherwise disposed of during the then most recently ended fiscal quarter (c) multiplied by four. For the avoidance of doubt, the Net Operating Income of such Consolidated Unencumbered Properties that are owned by thesuch Consolidated Parties for less than one fiscal quarter will be included in calculating Consolidated Unencumbered NOI as if such properties were owned by thesuch Consolidated Parties as of the beginning of the then most recently fiscal quarter. βConsolidated Unencumbered Propertiesβ shall mean, for the Consolidated Parties (other than the Trilogy Subsidiaries), all Real Property Assets that are included in the Unencumbered Property Pool. βConsolidated Unencumbered Total Asset Valueβ means an amount equal to (a) the aggregate Unencumbered Asset Value for all Consolidated Unencumbered Properties owned by the Consolidated Parties (other than the Trilogy Subsidiaries) on the last day of the then most recently ended fiscal quarter (other than such Consolidated Unencumbered Properties acquired during the then most recently ended four fiscal quarters), plus (b) the aggregate acquisition cost of all Consolidated Unencumbered Properties acquired by thesuch Consolidated Parties during the then most recently ended four fiscal quarters. βConsolidated Unsecured Debt Serviceβ means, for any period, for the Consolidated Parties (other than the Trilogy Subsidiaries) on a consolidated basis, the (a) sum of (i) Consolidated Interest Expense from all Consolidated Unsecured Indebtedness, plus (ii) scheduled principal payments from all Consolidated Unsecured Indebtedness (excluding any βballoonβ payment or final payment at maturity that is significantly larger than the scheduled payments that preceded it), plus (iii) thesuch Consolidated Partiesβ pro rata share of the above attributable to interests in Unconsolidated Affiliates, all for the then most recently ended fiscal quarter, multiplied by (b) four (4). βConsolidated Unsecured Indebtednessβ means the aggregate principal amount of Indebtedness of the Consolidated Parties (other than the Trilogy Subsidiaries), on a consolidated basis, that is not Indebtedness that would constitute Consolidated Total Secured Indebtedness. βContractual Obligationβ means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 12
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βControlβ means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. βControllingβ and βControlledβ have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote twenty-five percent (25%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent. βCredit Agreementβ has the meaning given to such term in the introductory paragraph hereof. βCredit Documentsβ means this Credit Agreement, the Notes, the Fee Letter, each Collateral Document, each Issuer Document, the Subsidiary Guarantor Joinder Agreements, the Unencumbered Property Certificates, the Compliance Certificates and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14. βCredit Partyβ means, as of any date, the Borrower, the Parent or any other Guarantor which is a party to the Credit Agreement as of such date; and βCredit Partiesβ means a collective reference to each of them. βDaily Floating Eurodollar Rate Loanβ means a Loan that bears interest at a rate based on the Daily Floating Eurodollar Rate. βDaily Floating Eurodollar Rateβ means, for each day, a fluctuating rate of interest equal to Eurodollar Rate applicable on such day for an Interest Period of one month beginning two (2) Business Days thereafter. The Daily Floating Eurodollar Rate shall be determined and adjusted on each Business Day and shall remain in effect until the next Business Day. If the Daily Floating Eurodollar Rate is not available at such time for any reason, or if the Administrative Agent determines that no adequate basis exists for determining the Daily Floating Eurodollar Rate, or that the Daily Floating Eurodollar Rate will not adequately and fairly reflect the cost to Swing Line Lender of funding the Swing Line Loan, or that any applicable Law or regulation or compliance therewith by Swing Line Lender prohibits or restricts or makes impossible the charging of interest based on the Daily Floating Eurodollar Rate, then βDaily Floating Eurodollar Rateβ shall be an interest rate equal to the Base Rate then in effect. βDebt Ratingβ means, as of any date of determination, the rating as determined by S&P, Xxxxxβx and/or Fitch for the Borrowerβs or Parentβs non-credit-enhanced, senior unsecured long-term debt. βDebtor Relief Lawsβ means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. βDefaultβ means any event, act or condition that, with notice, the passage of time, or both, would constitute an Event of Default. βDefault Rateβ means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate for Base Rate Loans as set forth in (i) during the First Amendment Period, the Pricing Level 6 of the definition of βApplicable Rateβ or (ii) otherwise, the Pricing Level 5 of the definition of βApplicable Rateβ plus (c) two percent (2%) per annum; provided, however, that with respect to a Eurodollar Loan, the Default Rate shall be an interest rate equal to (x) the interest rate (assuming (i) during the First Amendment Period, Pricing Level 6 in the definition of βApplicable Rateβ or (ii) otherwise, Pricing 13
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Level 5 ofin the definition of βApplicable Rateβ) otherwise applicable to such Loan plus (y) two percent (2%) per annum, in each case to the fullest extent permitted by applicable Law. βDefaulting Lenderβ means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lenderβs determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenderβs obligation to fund a Loan hereunder and states that such position is based on such Lenderβs determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination. βDesignated Jurisdictionβ means any country, territory or region to the extent that such country, territory or region itself is the subject of any Sanction. βDispositionβ or βDisposeβ means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. βDollarβ or β$β means the lawful currency of the United States. βDollar Equivalentβ means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the 14
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equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. βDomestic Subsidiaryβ means any Subsidiary of the Parent that is organized under the laws of the United States or any state thereof or the District of Columbia. βEBITDARβ means, with respect to any Real Property Asset, for the most recently completed four fiscal quarter period, the combined unaudited financial results as reported periodically by any Personβs (or consolidated group of Personsβ) tenants calculated as net income for such period plus, (a) to the extent deducted in determining such net income, interest expense, rent expense paid to any such Person (or consolidated group of Persons), income tax expense, management fees and/or corporate overhead, depreciation and amortization for such period, excluding any other non-recurring or extraordinary gains or losses as reported by such Personβs (or consolidated group of Personsβ) tenants, minus (b) management fees in an amount equal to two percent (2%) of total revenues for hospitals for such period and five percent (5%) of total revenues for skilled nursing facilities for such period, provided that with respect to any Real Property Asset acquired during such four fiscal quarter period, EBITDAR shall be determined on a Pro Forma Basis as if such acquisition occurred on the first day of such period and as if such Real Property Asset was owned by such Credit Party during such four fiscal quarter period. βEEA Financial Institutionβ means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. βEEA Member Countryβ means any of the member states of the European Union, Iceland, Liechtenstein, the United Kingdom and Norway. βEEA Resolution Authorityβ means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. βEligible Assigneeβ means any Person that meets the requirements to be an assignee under Sections 10.07(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.07(b)(iii)). βEligible Ground Leaseβ means, at any time, either (a) a ground lease reviewed deemed by the Administrative Agent, in its sole discretion, to be an βEligible Ground Leaseβ or (b) a ground lease (i) under which a Credit Party is the lessee or holds equivalent rights and is the fee owner of the improvements located thereon, (ii) that has a remaining term (including renewal options exercisable at lesseeβs sole option) of not less than thirty (30) years, (iii) under which any required rental payment, principal or interest payment or other payment due under such lease from the applicable Credit Party to the ground lessor is not more than sixty (60) days past due and any required rental payment, principal or interest payment or other payment due to such Credit Party under any sublease of the applicable real property lessor is not more than sixty (60) days past due, (iv) where no party to such lease is subject to a then-continuing Bankruptcy Event, (v) such ground lease (or a related document executed by the applicable ground lessor) contains customary provisions protective of any lender to the lessee and (vi) where the applicable Credit Partyβs interest in the underlying Real Property Asset or the lease is not subject to (A) any Lien other than Permitted Liens and other encumbrances acceptable to the 15
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Administrative Agent and the Required Lenders, in their reasonable discretion, or (B) any Negative Pledge. βEligible Unencumbered Propertyβ means any Real Property Asset that: (a) is a Healthcare Facility; (b) is one hundred percent (100%) owned in fee simple absolute by a Credit Party or that a Credit Party holds a leasehold interest or similar arrangement providing the right to occupy the Real Property Asset pursuant to an Eligible Ground Lease; provided: (i) such Credit Party is controlled exclusively by the Borrower or one or more Wholly Owned Subsidiaries of the Borrower (including the ability to control operating activities of such Credit Party and the ability of such Credit Party to dispose of, pledge or otherwise encumber assets, incur, repay and prepay debt, provide guarantees and pay dividends and distributions, in each case, without any requirement for the consent of any other party or entity); (ii) that the Borrower owns, directly or indirectly, at least eighty percent (80%) of the Capital Stock with ordinary voting rights issued by such Credit Party (each such Credit Party, referred to as a βControlled Partyβ); (iii) such Credit Party is domiciled and incorporated in the United States (except with respect to any permitted International Unencumbered Properties); and (iv) such Credit Party is not liable for any Indebtedness (other than Indebtedness permitted under Sections 7.02(a) and 7.02(b)); (c) does not have any title, survey, environmental, condemnation, or other defects that would give rise to a materially adverse effect as to the value, use (other than as a Healthcare Facility) of or ability to sell or finance such property; (d) is not subject to a Lien (other than Permitted Liens), a Negative Pledge or any other encumbrance or any restriction on the ability of the relevant Credit Party to transfer or encumber such Real Property Asset or income therefrom or proceeds thereof (other than the reasonable restrictions on transfers to competitors of a ground lessor of the property or affiliates of such ground lessor or of an owner of a hospital campus on or about which the property is located or affiliates of such owner); (e) is located in the United States or is an International Unencumbered Property; provided, however, the Borrower may include properties located in Canada and/or the United Kingdom in the Unencumbered Property Pool so long as such the aggregate value of such properties does not exceed fifteen percent (15%) of the total Unencumbered Asset Value; (f) with respect to hospitals in the Unencumbered Property Pool, so long as that as of the end of the most recently completed four fiscal quarters, such hospitals have a ratio of EBITDAR to the sum of annual rent of all such hospitals (measured on a consolidated basis including all buildings on any such Real Property Assetsβ campus and/or master lease) not less than 2.00 to 1.00;1.50 to 1.00; provided, that notwithstanding the foregoing, for the (i) fiscal quarter ended September 30, 2020, such hospitals have a ratio of (A) EBITDAR calculated solely with respect to such fiscal quarter multiplied by four to (B) the sum of such fiscal quarter rent of 16
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all such hospitals multiplied by four (measured on a consolidated basis including all buildings on any such Real Property Assetsβ campus and/or master lease), not less than 1.15 to 1.00, (ii) fiscal quarter ended December 31, 2020, such hospitals have a ratio of (A) EBITDAR calculated solely with respect to such fiscal quarter multiplied by four to (B) the sum of such fiscal quarter rent of all such hospitals multiplied by four (measured on a consolidated basis including all buildings on any such Real Property Assetsβ campus and/or master lease), not less than 1.35 to 1.00, (iii) fiscal quarter ended March 31, 2021, such hospitals have a ratio of (A) EBITDAR calculated solely with respect to such fiscal quarter multiplied by four to (B) the sum of such fiscal quarter rent of all such hospitals multiplied by four (measured on a consolidated basis including all buildings on any such Real Property Assetsβ campus and/or master lease), not less than 1.50 to 1.00 and (iv) fiscal quarter ended June 30, 2021, such hospitals have a ratio of (A) EBITDAR calculated solely with respect to such fiscal quarter multiplied by four to (B) the sum of such fiscal quarter rent of all such hospitals multiplied by four (measured on a consolidated basis including all buildings on any such Real Property Assetsβ campus and/or master lease), not less than 1.50 to 1.00. (g) with respect to skilled nursing facilities in the Unencumbered Property Pool, so long as that as of the end of the most recently completed four fiscal quarters, such skilled nursing facilities have a ratio of EBITDAR to the sum of annual rent of all such skilled nursing facilities over the same four fiscal quarter period (measured on a consolidated basis including all buildings on any such Real Property Assetsβ campuses and/or master leases) not less than 1.25 to 1.00; (h) unless such Real Property Asset is a hospital or skilled nursing facility, the Aggregate Occupancy Rate of that portion of the Unencumbered Property Pool that is other than a hospital or skilled nursing facility shall, as of any date of determination, be equal to or greater than eighty percent (80%); and (i) (i) if such Real Property Asset is occupied by a single Tenant, the Tenant at such facility is not delinquent sixty (60) days or more in rent payments and is not subject to a Bankruptcy Event or (ii) if such Real Property Asset is occupied by more than one Tenant, a Tenant or Tenants at such facility with an aggregate amount of 75% of the total sum of annual rent of such Real Property Asset neither is/are delinquent sixty (60) days or more in rent payments nor is/are subject to a Bankruptcy Event. βEnvironmental Lawsβ means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. βEnvironmental Liabilityβ means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Credit Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. βEquity Interestsβ means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase 17
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or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. βEquity Transactionβ means, with respect to any member of the Consolidated Parties (other than the Trilogy Subsidiaries), any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party (other than a Trilogy Subsidiary), (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder. βERISAβ means the Employee Retirement Income Security Act of 1974. βERISA Affiliateβ means any trade or business (whether or not incorporated) under common control with any Consolidated Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code). βERISA Eventβ means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Consolidated Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Consolidated Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition that could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Consolidated Party or any ERISA Affiliate. βEU Bail-In Legislation Scheduleβ means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. βEuroβ and ββ¬β mean the single currency of the Participating Member States. βEurodollar Loanβ means a Loan that bears interest at a rate based on clause (a) of the definition of βEurodollar Rateβ. Eurodollar Loans may be denominated in Dollars or in an Alternative Currency. Except as provided in Article III hereof, Loans denominated in an Alternative Currency must be Eurodollar Loans. βEurodollar Rateβ means: (a) With respect to any Extension of Credit: 18
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(i) denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) (βLIBORβ) or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the βLIBOR Rateβ) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; (ii) denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (βCDORβ), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period; (iii) with respect to an Extension of Credit denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06(a); and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied as otherwise reasonably determined by the Administrative Agent; and if the Eurodollar Rate shall be less than zero0.50%, such rate shall be deemed 0.50% for purposes of this Agreement; provided that, solely for purposes of the Term Loans, the Term Loan Hedged Portion shall not be subject to such 0.50% floor, but in no event shall such Eurodollar Rate be less than zero for purposes of this Credit Agreement. Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or 19
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used for determining the interest rate of loans (such specific date, the βScheduled Unavailability Dateβ), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a βLIBOR Successor Rateβ), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 0.50% for purposes of this Agreement; provided that, solely for purposes of the Term Loans, the Term Loan Hedged Portion shall not be subject to such 0.50% floor, but in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. βEvent of Defaultβ has the meaning provided in Section 8.01. βExcluded Subsidiaryβ means any Subsidiary that (i) has Secured Indebtedness that (x) is owed to a Person other than an Affiliate of such Subsidiary and (y) by its terms does not permit such Subsidiary to become a Guarantor, (ii) is not at least eighty percent (80%), directly or indirectly, owned by the Parent or the Borrower and controlled exclusively by the Parent or the Borrower and/or one or more wholly-owned subsidiaries of the Parent or the Borrower, including control over operating activities of such Subsidiary and the ability of such Subsidiary to dispose of, pledge or otherwise encumber assets, incur, repay and prepay debt, provide guarantees and pay dividends and distributions in each case without any requirement for the consent of any other party or entity and is restricted from being a Guarantor under its Organization Documents or, (iii) is a Foreign Subsidiary or (iv) is a Trilogy Subsidiary. For the avoidance of doubt, an Excluded Subsidiary (other than a Foreign Subsidiary that is not a Trilogy Subsidiary) shall not own, directly or indirectly, all or any portion of an Eligible Unencumbered Property. βExcluded Swap Obligationβ means, with respect to any Guarantor, any Obligation under any Swap Contract if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant under a Credit Document by such Guarantor of a security interest to secure, such Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act (or the application or 20
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official interpretation thereof) by virtue of such Guarantorβs failure for any reason to constitute an βeligible contract participantβ as defined in the Commodity Exchange Act (determined after giving effect to Section 11.07 and any and all guarantees of such Guarantorβs Obligations under any Swap Contract by other Credit Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Obligation. If an Obligation under any Swap Contract arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Obligations that is attributable to Swap Contracts for which such Guaranty or security interest becomes illegal. βExcluded Taxesβ means any of the following Taxes imposed on or with respect to any 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 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 Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.16) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lenderβs 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 Recipientβs failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. βExisting Credit Agreementβ means the Credit Agreement dated as of February 3, 2016 (as amended, modified, supplemented and extended from time to time) among the Borrower, the Guarantors, the lenders identified therein and the Administrative Agent. βExtension of Creditβ means (a) any Borrowing and (b) any L/C Credit Extension. βFacilitiesβ has the meaning provided in Section 5.07(a). βFASBβ means the Accounting Standards Codification of the Financial Accounting Standards Board. βFATCAβ means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code. βFederal Funds Rateβ means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 21
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βFee Letterβ means that certain letter agreement dated as of December 11, 2018 (as amended, restated, supplemented or otherwise modified from time to time), among the Administrative Agent, MLPFSBofA Securities (as successor to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) and the Parent. βFirst Amendmentβ means that certain First Amendment to Credit Agreement, dated as of July 28, 2020, by and among the Borrower, the Parent, the Subsidiary Guarantors, the Lenders party thereto and the Administrative Agent. βFirst Amendment Effective Dateβ means the βFirst Amendment Effective Dateβ as defined in the First Amendment. βFirst Amendment Periodβ means the period beginning on June 30, 2020 and continuing through and including June 30, 2021; provided, that notwithstanding the foregoing, the First Amendment Period shall end on the date that Borrower delivers notice in writing and executed by a Responsible Officer to the Administrative Agent that the Borrower has elected in its sole and absolute discretion to end the First Amendment Period. βFitchβ means Fitch Ratings, a Subsidiary of Fimlac, S.A., and any successor thereto. βForeign Lenderβ means a Lender that is not a U.S. Person. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. βForeign Subsidiaryβ means any Subsidiary of the Parent that is not organized under the laws of the United States or any state thereof or the District of Columbia. βFRBβ means the Board of Governors of the Federal Reserve System of the United States. βFronting Exposureβ means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lenderβs Revolving Commitment Percentage of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lenderβs participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lenderβs Revolving Commitment Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lenderβs participation obligation has been reallocated to other Revolving Lenders in accordance with the terms hereof. βFundβ means any Person (other than a natural person) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. βGAAPβ means accounting principles generally accepted in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board from time to time applied on a consistent basis, subject to the provisions of Section 1.03. βGovernmental Authorityβ means any nation or government, any state or other political subdivision thereof, and any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 22
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βGuaranteed Obligationsβ has the meaning given to such term in Section 11.01. βGuarantorsβ means the Parent and any Subsidiary of the Parent that guarantees the loans and obligations hereunder pursuant to the Guaranty, in each case with their successors and permitted assigns. βGuarantyβ means the guaranty of the Obligations by each of the Guarantors pursuant to Article XI hereof. βHazardous Materialβ means any toxic or hazardous substance, including petroleum and its derivatives regulated under the Environmental Laws. βHealthcare Facilitiesβ means any medical office buildings, general office buildings, skilled nursing facilities, assisted living facilities, independent living facilities, rehabilitation facilities, continuing care retirement communities, mental health facilities, life science facilities or hospitals. βHedge Change Noticeβ has the meaning provided in Section 2.17. βIncremental Facilitiesβ has the meaning provided in Section 2.01(e). βIncremental Facility Commitmentβ has the meaning provided in Section 2.01(e)(iii). βIncremental Revolving Increaseβ has the meaning provided in Section 2.01(e). βIncremental Term Loan Facilityβ has the meaning provided in Section 2.01(e). βIndebtednessβ means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations under letters of credit (including standby and commercial), bankersβ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep well agreements and capital maintenance agreements) to the extent such instruments or agreements support financial, rather than performance, obligations; (c) net obligations of such Person under any Swap Contract; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than a contingent earn-out obligation until such amount is actually due); (e) the Attributable Principal Amount of Capital Leases, Synthetic Leases and Securitization Transactions; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference, plus accrued and unpaid dividends; (g) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales 23
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or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and (h) all guarantees in respect of any of the foregoing (except for guarantees of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of βspecial purpose entityβ covenants, 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). For all purposes hereof, Indebtedness shall include the Consolidated Partiesβ pro rata share of the foregoing items and components attributable to Indebtedness of Unconsolidated Affiliates. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The Attributable Principal Amount of any Capital Lease, Synthetic Lease or Securitization Transaction as of any date shall be deemed to be the Attributable Principal Amount in respect thereof as of such date. βIndemnified Taxesβ 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 Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes. βIndemniteeβ has the meaning provided in Section 10.04. βIntangible Assetsβ means all assets consisting of goodwill, patents, trade names, trademarks, copyrights, franchises, experimental expense, organization expense, unamortized investment debt discount and premium, deferred assets (other than prepaid insurance and prepaid taxes), the excess of cost of shares acquired over book value of related assets and such other assets as are properly classified as βintangible assetsβ in accordance with GAAP. For the avoidance of doubt, direct and indirect interests in mortgage loans and mezzanine loans are not βIntangible Assetsβ. βIntegrated Facilitiesβ means any Real Property Asset with mixed uses consisting of both (i) assisted living and/or independent living properties and (ii) skilled nursing facilities, but specifically excluding medical office buildings and life science buildings. βInterest Periodβ means, as to each Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice; provided, that: (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the immediately succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (b) any Interest Period 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 calendar month at the end of such Interest Period; (c) no Interest Period shall extend beyond the Applicable Maturity Date; and (d) with respect to the continuation of a one month Eurodollar Loan when any Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender is a party is in effect, 24
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notwithstanding clause (a) above, the Interest Period applicable to such continued Eurodollar Loan shall commence on the last day of the preceding one month Interest Period (the βCommencement Dateβ) and end on the earlier of (x) one month from such Commencement Date and (y) a day when a payment is due from either counterparty under any such Swap Contract. βInterest Rate Protection Agreementβ means any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement. βInternal Revenue Codeβ means the Internal Revenue Code of 1986, as amended. βInternational Unencumbered Propertyβ means an Unencumbered Property which is located in Canada or the United Kingdom. βInvestmentβ means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. βInvestment Grade Ratingβ means a Debt Rating of BBB- or higher from S&P or Fitch or Baa3 or higher from Xxxxxβx. βIRSβ means the United States Internal Revenue Service. βISPβ means, with respect to any Letter of Credit, the βInternational Standby Practices 1998β published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). βIssuer Documentsβ means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or the Parent or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. βJudgment Currencyβ has the meaning provided in Section 10.23, βLawsβ means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. βL/C Advanceβ means, with respect to each Revolving Lender, such Revolving Lenderβs funding of its participation in any L/C Borrowing. All L/C Advances shall be denominated in Dollars. βL/C Borrowingβ means any extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed or refinanced as a Borrowing of Revolving Loans. All L/C Borrowings shall be denominated in Dollars. 25
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βL/C Cash Collateralization Dateβ means the day that is 30 days prior to the Revolving Loan Maturity Date then in effect. βL/C Commitmentβ means, with respect to the L/C Issuer, the commitment of the L/C Issuer to issue and to honor payment obligations under Letters of Credit, and, with respect to each Revolving Lender, the commitment of such Revolving Lender to purchase participation interests in L/C Obligations up to such Revolving Lenderβs Revolving Commitment Percentage thereof. βL/C Committed Amountβ has the meaning provided in Section 2.01(b). βL/C Credit Extensionβ means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof. βL/C Issuerβ means each of Bank of America, KeyBank, National Association and Citizens Bank, National Association in its capacity as issuer of Letters of Credit hereunder, in each case together with its successors in such capacity. In the event that there is more than one L/C Issuer at any time, references herein and in the other Credit Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires. βL/C Issuer Feesβ has the meaning given such term in Section 2.09(e)(ii). βL/C Obligationsβ means, at any time, the sum of (a) the maximum amount available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referenced therein, plus (b) the aggregate amount of all Unreimbursed Amounts, including L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be βoutstandingβ in the amount so remaining available to be drawn. βLenderβ means each of the Persons identified as a βLenderβ on the signature pages hereto (and, as appropriate, includes the L/C Issuer and the Swing Line Lender) and each Person who joins as a Lender pursuant to the terms hereof, together with their respective successors and assigns. βLender Joinder Agreementβ means a joinder agreement in the form of Exhibit G, executed and delivered in accordance with the provisions of Section 2.01(e). βLending Officeβ means, as to any Lender, the office or offices of such Lender set forth in such Lenderβs Administrative Questionnaire or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. βLetter of Creditβ means each standby (non-commercial) letter of credit issued hereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency. βLetter of Credit Applicationβ means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. βLetter of Credit Expiration Dateβ means the day that is the first anniversary of the Revolving Loan Maturity Date then in effect (or, if such day is not a Business Day, the immediately preceding Business Day). 26
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βLetter of Credit Feeβ has the meaning given such term in Section 2.09(e)(i). βLIBORβ has the meaning specified in the definition of Eurodollar Rate. βLIBOR Quoted Currencyβ means each of the following currencies: Dollars; Euro; and Sterling; in each case as long as there is a published LIBOR rate with respect thereto. βLIBOR Screen Rateβ means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). βLIBOR Successor Rate Conforming Changesβ means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower). βLienβ means any mortgage, deed of trust, deed to secured debt, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). βLoanβ means any Revolving Loan, Term Loan or Swing Line Loan and the Base Rate Loans, Eurodollar Loans and Daily Floating Eurodollar Rate Loans comprising such Loans. βLoan Noticeβ means a notice of (a) a Borrowing of Loans (including Swing Line Loans), (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Loans, which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. βLondon Banking Dayβ means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. βMaster Agreementβ has the meaning provided in the definition of βSwap Contractβ in this Section 1.01. βMaterial Adverse Effectβ means a material adverse effect on (i) the condition (financial or otherwise), operations, business, assets, properties, liabilities (actual or contingent) or prospects of the Parent and its Consolidated Subsidiaries taken as a whole, (ii) the ability of the Borrower or the other Credit Parties, taken as a whole, to perform any material obligation under the Credit Documents, (iii) the rights and remedies of the Administrative Agent and the Lenders under the Credit Documents or (iv) the legality, validity, binding effect or enforceability against any Credit Party of any Credit Documents to which it is a party. 27
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βMaterial Contractβ means, any agreement the breach, nonperformance or cancellation of which could reasonably be expected to have a Material Adverse Effect. βMaterial Subsidiaryβ means any Subsidiary of the Parent, other than Borrower and the Excluded Subsidiaries, which has assets which constitute more than ten percent (10%) of the Consolidated Total Asset Value of the Consolidated Parties (other than the Trilogy Subsidiaries) or which contributes more than ten percent (10%) of the Consolidated EBITDA of the Consolidated Parties (other than the Trilogy Subsidiaries). βMinimum Collateral Amountβ means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion βMLPFSβ means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, together with its successors. βMoodyβsβ means Xxxxxβx Investors Service, Inc. and any successor thereto. βMortgage Loanβ means any loan owned or held by any of the Consolidated Parties (other than the Trilogy Subsidiaries) secured by a mortgage or deed of trust on Real Property Assets. βMultiemployer Planβ means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the any Consolidated Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. βNegative Pledgeβ means any agreement (other than this Credit Agreement or any other Credit Document) that in whole or in part prohibits the creation of any Lien on any assets of a Person; provided, however, that an agreement that establishes a maximum ratio of unsecured debt to unencumbered assets, or of secured debt to total assets, or that otherwise conditions a Personβs ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Personβs ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a βNegative Pledgeβ for purposes of this Credit Agreement. βNet Operating Incomeβ means, for any Real Property Asset for the then most recently ended fiscal quarter, an amount equal to (a) the aggregate gross revenues from the operations of such Real Property Asset during such period from Tenants in occupancy and paying rent, plus (b) any other income of such Real Property Asset, plus (c) business interruption insurance proceeds for a period of no more than twelve months, minus (d) the sum of (i) all expenses and other proper charges incurred in connection with the operation of such Real Property Asset during such period (including management fees and accruals for real estate taxes and insurance, but excluding debt service charges, income taxes, depreciation, amortization and other non-cash expenses), which expenses and accruals shall be calculated in accordance with GAAP. βNon-Consenting Lenderβ means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, or all Lenders or all 28
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affected Lenders in a Credit Facility, in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders. βNon-Defaulting Lenderβ means, at any time, each Lender that is not a Defaulting Lender at such time. βNon-LIBOR Quoted Currencyβ means any currency other than a LIBOR Quoted Currency. βNon-Recourse Indebtednessβ means any Indebtedness that is not Recourse Indebtedness. βNotesβ means a collective reference to the Revolving Notes and the Term Notes; and βNoteβ means any one of them. βObligationsβ means, without duplication, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) all obligations under any Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender is a party and (c) all obligations under any Treasury Management Agreement between any Credit Party and any Lender or Affiliate of a Lender; provided, however, that the βObligationsβ of a Credit Party shall exclude any Excluded Swap Obligations with respect to such Credit Party. βOccupancy Rateβ means, (a) with respect to any Real Property Asset that is not a medical office building or other office spaces, a percentage equaling (x) total patient days relating to such Real Property Asset for any reporting period divided by (y) the product of (I) total number of in-service beds at such Real Property Asset (or, in the case of assisted living facilities, the total number of units at such Real Property Asset) and (II) the total days in such reporting period, and (b) with respect to all other Real Property Assets, a percentage equaling (x) the total number of rented and occupied square footage at such Real Property Asset for any reporting period divided by (y) the total rentable square footage relating to such Real Property Asset for any reporting period. βOFACβ means the Office of Foreign Assets Control of the United States Department of the Treasury. βOrganization Documentsβ means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. βOther Connection Taxesβ means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in 29
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any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document). βOther Taxesβ 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 Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.16). βOutstanding Amountβ means (i) with respect to Revolving Loans and Term Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of such Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. βOvernight Rateβ means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market. βParentβ has the meaning given to such term in the introductory paragraph hereof. βParticipantβ has the meaning provided in Section 10.07(d). βParticipant Registerβ has the meaning specified in Section 10.07(d). βParticipating Member Stateβ means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. βPatriot Actβ means the USA Patriot Act, Pub. L. No. 107-56 et seq. βPBGCβ means the Pension Benefit Guaranty Corporation. βPension Planβ means any βemployee pension benefit planβ (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Consolidated Party or any ERISA Affiliate or to which any Consolidated Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. βPermitted Liensβ means, at any time, Liens in respect of the Parent or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 7.01. 30
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βPersonβ means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. βPlanβ means any βemployee benefit planβ (as such term is defined in Section 3(3) of ERISA) established by any Credit Party, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate. βPlatformβ has the meaning provided in Section 6.02. βPledge Agreementβ means that certain pledge agreement executed by certain of the Credit Parties, dated as of the First Amendment Effective Date and in the form of Exhibit I, as amended, supplemented, restated or otherwise modified from time to time. βPro Forma Basisβ shall mean, for purposes of determining the calculation of and compliance with the financial covenants set forth in Section 6.12 and the definition of βEBITDARβ, that the subject transaction shall be deemed to have occurred as of the first day of the period of four (4) consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial statements shall have been delivered in accordance with the provisions of this Credit Agreement. Further, for purposes of making calculations on a βPro Forma Basisβ hereunder, (a) in the case of a Disposition, (i) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject of such Disposition shall be excluded to the extent relating to any period prior to the date of the subject transaction, and (ii) Indebtedness paid or retired in connection with the subject transaction shall be deemed to have been paid and retired as of the first day of the applicable period; (b) in the case of an Acquisition, (i) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject of such Acquisition shall be included as of the first day of the applicable period to the extent relating to any period prior to the date of the subject transaction, (ii) (x) except as set forth in clause (y), with respect to any Real Property Asset acquired during such four fiscal quarter period, EBITDAR shall be calculated using the applicable financial information with respect to such Real Property Asset during such four fiscal quarter period, and (y) solely with respect to skilled nursing facilities and hospitals acquired during such four fiscal quarter period, EBITDAR shall be calculated using (A) with respect to the first fiscal quarter of such acquisition, the applicable financial information with respect to such Real Property Asset during the most recently completed one fiscal quarter period multiplied by four (4), (B) with respect to the second fiscal quarter of such acquisition, the applicable financial information with respect to such Real Property Asset during the most recently completed two fiscal quarter period multiplied by two (2), (C) with respect to the third fiscal quarter of such acquisition, the applicable financial information with respect to such Real Property Asset during the most recently completed three fiscal quarter period multiplied by four thirds (4/3) and (D) with respect to the fourth fiscal quarter of such acquisition, the applicable financial information with respect to such Real Property Asset during the most recently completed four fiscal quarter period, and (iii) Indebtedness incurred in connection with the subject transaction shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period utilizing the actual interest rates thereunder or, if actual rates are not ascertainable, assuming prevailing interest rates hereunder) and (c) in the case of an Equity Transaction, Indebtedness paid or retired in connection therewith shall be deemed to have been paid and retired as of the first day of the applicable period. βPropertyβ means all property owned or leased by a Credit Party or any of its Subsidiaries, both real and personal. βPTEβ: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 31
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βQualified ECP Guarantorβ means, at any time, each Credit Party with total assets exceeding $10,000,000 or that qualifies at such time as an βeligible contract participantβ under the Commodity Exchange Act and can cause another Person to qualify as an βeligible contract participantβ at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. βQualified Mortgage Loanβ means any direct or indirect wholly-owned interest in any Mortgage Loan that is secured by a first mortgage or a first deed of trust on Real Property Assets so long as the mortgagor or grantor with respect to such Mortgage Loan is not delinquent sixty (60) days or more in interest or principal payments due thereunder. βRate Determination Dateβ means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent). βReal Property Assetβ means, a parcel of real property, together with all improvements (if any) thereon, owned in fee simple or leased pursuant to an Eligible Ground Lease, in each case, by any Person (other than a Trilogy Subsidiary); βReal Property Assetsβ means a collective reference to each Real Property Asset. βRecipientβ means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder. βRecourse Indebtednessβ means, with respect to any Credit Party or Subsidiary, any Indebtedness, in respect of which recourse for payment (except for limited or full recourse liability on account of customary exceptions for fraud, misapplication of funds, environmental indemnities, bankruptcy, transfer and due on sale violations, and other similar exceptions to recourse liability) is to such Person; provided, that notwithstanding the foregoing, Recourse Indebtedness shall not include any Indebtedness, in respect of which such recourse for payment is to any Trilogy Investors, LLC or any Subsidiary thereof (such Persons, the βTrilogy Subsidiariesβ), in each case, solely to the extent such Indebtedness (or the underlying Indebtedness giving rise thereto) would not constitute Recourse Indebtedness of any Credit Party or Subsidiary that is not a Trilogy Subsidiary. If any Indebtedness is partially Non-Recourse Indebtedness and partially Recourse Indebtedness, only that portion that is Recourse Indebtedness shall be included as Recourse Indebtedness for purposes hereof, including Section 7.02(f)(ii). βRegisterβ has the meaning provided in Section 10.07(c). βRegulation Uβ means Regulation U of the FRB, as in effect from time to time. βRegulation Xβ means Regulation X of the FRB, as in effect from time to time. βREITβ means a real estate investment trust as defined in Sections 856-860 of the Internal Revenue Code. βRelated Partiesβ means, with respect to any Person, such Personβs Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Personβs Affiliates. βReportable Eventβ means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived. 32
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βRequest for Extension of Creditβ means (a) with respect to a Borrowing of Loans (including Swing Line Loans) or the conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application. βRequired Lendersβ means, as of any date of determination, at least two Lenders (unless there is only one Lender at the time) having in the aggregate more than fifty percent (50%) of (a) the sum of the Outstanding Amount of the Term Loans and the Aggregate Revolving Commitments or (b) if the commitment to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Article VIII, at least two Lenders (unless there is only one Lender at the time) holding in the aggregate, more than fifty percent (50%) of the sum of the Outstanding Amount of the Term Loans and the Outstanding Amount of the Revolving Obligations (including, in each case, the aggregate amount of each Revolving Lenderβs risk participation and funded participation in L/C Obligations and Swing Line Loans); provided, that (i) the unfunded Commitments of any Defaulting Lender and (ii) the portion of the Outstanding Amount of the Term Loans and the Outstanding Amount of the Revolving Obligations (including, in each case, the aggregate amount of each Revolving Lenderβs risk participation and funded participation in L/C Obligations and Swing Line Loans) held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. βRequired Revolving Lendersβ means, as of any date of determination, Revolving Lenders having at least 50% of (a) the Aggregate Revolving Commitments or (b) if the Revolving Commitments and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Article VIII, Revolving Lenders holding in the aggregate at least 50% of the Revolving Obligations (including, in each case, the aggregate amount of each Revolving Lenderβs risk participation and funded participation in L/C Obligations and Swing Line Loans); provided, that the unfunded Revolving Commitments of, and the portion of the Revolving Obligations held or deemed held by, any Defaulting Lender that is a Revolving Lender shall be excluded for purposes of making a determination of Required Revolving Lenders. βRequired Term Lendersβ means, at any time, Term Loan Lenders having an Outstanding Amount of the Term Loans representing more than 50% of the Outstanding Amount of the Term Loans of all Term Loan Lenders. The Outstanding Amount of any Defaulting Lender shall be disregarded in determining Required Term Lenders at any time. βResolution Authorityβ means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. βResponsible Officerβ means the chief executive officer, president, chief operating officer and chief financial officer of any Credit Party or any other officer or employee of the applicable Credit Party designated in or pursuant to an agreement between the applicable Credit Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party. βRestricted Paymentβ means any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of the Capital Stock of the Parent, or on account of any return of capital to the Parentβs stockholders, partners or members (or equivalent Person thereof); provided, that dividends to the extent in the form of Capital Stock shall not constitute Restricted Payments. 33
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βRevaluation Dateβ means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurodollar Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurodollar Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Revolving Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Revolving Lenders shall require. βRevolving Credit Exposureβ means, as to any Revolving Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Revolving Lenderβs participation in L/C Obligations and Swing Line Loans at such time. βRevolving Commitmentβ means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to share in the Revolving Obligations hereunder up to such Revolving Lenderβs Revolving Commitment Percentage thereof. The aggregate principal amount of the Revolving Commitments of all of the Revolving Lenders as in effect on the Closing Date is One Hundred and Fifty Million Dollars ($150,000,000). βRevolving Commitment Percentageβ means, at any time for each Revolving Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Revolving Lenderβs Revolving Committed Amount in Dollars and the denominator of which is the Aggregate Revolving Committed Amount in Dollars, subject to adjustment as provided in Section 2.15. The initial Revolving Commitment Percentages are set forth on Schedule 2.01 (as such schedule reads as of the Closing Date and may be updated from time to time). βRevolving Commitment Periodβ means the period from and including the Closing Date to the earlier of (a) in the case of Revolving Loans and Swing Line Loans, the Revolving Loan Maturity Date, and, in the case of the Letters of Credit, the Letter of Credit Expiration Date, or (b) the date on which the Revolving Commitments shall have been terminated as provided herein. βRevolving Committed Amountβ means, with respect to each Revolving Lender, the amount of such Revolving Lenderβs Revolving Commitment. The initial Revolving Committed Amounts are set forth on Schedule 2.01 (as such schedule reads as of the Closing Date and may be updated from time to time). βRevolving Lendersβ means a collective reference to the Lenders holding Revolving Loans or Revolving Commitments. βRevolving Loan Maturity Dateβ means January 25, 2022. βRevolving Loansβ has the meaning provided in Section 2.01. βRevolving Noteβ means the promissory notes in the form of Exhibit B-1, if any, given to each Revolving Lender to evidence the Revolving Loans and Swing Line Loans of such Revolving Lender, as amended, restated, modified, supplemented, extended, renewed or replaced. βRevolving Obligationsβ means the Revolving Loans, the L/C Obligations and the Swing Line Loans. 34
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βRevolving Unused Feeβ has the meaning given such term in Section 2.09(a). βS&Pβ means Standard & Poorβs Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and any successor thereto. βSame Day Fundsβ means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. βSanction(s)β means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majestyβs Treasury (βHMTβ) or other relevant sanctions authority. βSECβ means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. βSecured Indebtednessβ means any Indebtedness for borrowed money (other than pursuant to this Credit Agreement), that is secured by a Lien. βSecured Recourse Indebtednessβ means any Secured Indebtedness, in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar exceptions to recourse liability) is to a Credit Party. βSecuritization Transactionβ means any financing or factoring or similar transaction (or series of such transactions) entered by any member of the Consolidated Parties pursuant to which such member of the Consolidated Parties may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate or any other Person. βSolventβ means, with respect to any person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature given the likelihood of refinancing, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Personβs ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Personβs property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. βSpecial Notice Currencyβ means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe. 35
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βSpecified Fiscal Quartersβ means each of the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021. βSpecified Loan Partyβ has the meaning provided in Section 11.07. βSpot Rateβ for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. βSterlingβ and βΒ£β mean the lawful currency of the United Kingdom. βSubsidiaryβ of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise provided, βSubsidiaryβ shall refer to a Subsidiary of the Parent. βSubsidiary Guarantorβ means (a) each Material Subsidiary of the Parent other than the Borrower, the Excluded Subsidiaries and any taxable REIT subsidiary, and (b) each Subsidiary (other than the Borrower or any Foreign Subsidiary) that is the owner of an Unencumbered Property included in the Unencumbered Property Pool; provided that, in the event that the value of the assets of all Subsidiary Guarantors is less than eighty-five percent (85%) of the Consolidated Total Asset Value attributable to the Subsidiaries of the Parent (other than the Borrower and the Excluded Subsidiaries), the Borrower (or the Administrative Agent, in the event the Borrower has failed to do so within ten (10) days of request therefor by the Administrative Agent) shall, to the extent necessary, designate sufficient Subsidiaries to be deemed to be βMaterial Subsidiariesβ to eliminate such shortfall, and such designated Subsidiaries shall thereafter constitute Material Subsidiaries. βSubsidiary Guarantor Joinder Agreementβ means a joinder agreement in the form of Exhibit F to be executed by each new Subsidiary of the Parent that is required to become a Subsidiary Guarantor in accordance with Section 6.15 hereof. βSwap Contractβ means (a) any Interest Rate Protection Agreement, (b) 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, and (bc) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master 36
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agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a βMaster Agreementβ), including any such obligations or liabilities under any Master Agreement. βSwap Termination Valueβ means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced in clause (a), the amounts determined as the xxxx-to-market values for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). βSwing Line Borrowingβ means a borrowing of a Swing Line Loan pursuant to Section 2.01(c). βSwing Line Commitmentβ means, with respect to the Swing Line Lender, the commitment of the Swing Line Lender to make Swing Line Loans in Dollars, and with respect to each Revolving Lender, the commitment of such Revolving Lender to purchase participation interests in Swing Line Loans in Dollars. βSwing Line Committed Amountβ has the meaning provided in Section 2.01(c). βSwing Line Lenderβ means each of Bank of America, KeyBank, National Association and Citizens Bank, National Association in its capacity as such, in each case together with its successors in such capacity. In the event that there is more than one Swing Line Lender at any time, references herein and in the other Credit Documents to the Swing Line Lender shall be deemed to refer to the Swing Line Lender in respect of the applicable Swing Line Loan or to all Swing Line Lenders, as the context requires. βSwing Line Loansβ has the meaning provided in Section 2.01(c). βSynthetic Leaseβ means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP. βTARGET2β means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007. βTARGET Dayβ means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro. βTaxesβ 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. βTenantβ means any Person who is a lessee with respect to any lease held by a Consolidated Party as lessor or as an assignee of the lessor thereunder. βTerm Loanβ has the meaning provided in Section 2.01(d). 37
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βTerm Loan Commitmentβ means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make its portion of the Term Loan to the Borrower pursuant to Section 2.01(d), in the principal amount set forth opposite such Term Loan Lenderβs name on Schedule 2.01; provided that, at any time after funding of a Term Loan, the determination of βRequired Lenderβ shall also be based on the Outstanding Amount of such Term Loan. The aggregate principal amount of the Term Loan Commitments of all of the Term Loan Lenders as in effect on the Closing Date is Four Hundred Eighty Million and Eighty Dollars ($480,000,000). βTerm Loan Commitment Percentageβ means, at any time for each Term Loan Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is the aggregate amount of Term Loans in Dollars (and/or aggregate Term Loan Commitment in Dollars, prior to the termination thereof) held by such Term Loan Lender and the denominator of which is the aggregate amount of Term Loans in Dollars (and/or aggregate Term Loan Commitments in Dollars) held by all Term Loan Lenders. The initial Term Loan Commitment Percentages are set forth on Schedule 2.01 (as such schedule reads as of the Closing Date and may be updated from time to time). βTerm Loan Hedged Portionβ means the portion of the Term Loan Facility that is subject to an Interest Rate Protection Agreement as set forth on Schedule 2.01 as of the First Amendment Effective Date and as may be adjusted from time to time pursuant to Section 2.17. βTerm Loan Lendersβ means a collective reference to the Lenders holding Term Loans or Term Loan Commitments. βTerm Loan Maturity Dateβ means January 25, 2022. βTerm Loan Unhedged Portionβ means the portion of the Term Loan Facility that is not subject to an Interest Rate Protection Agreement as set forth on Schedule 2.01 as of the First Amendment Effective Date and as may be adjusted from time to time pursuant to Section 2.17. βTerm Noteβ means the promissory note in the form of Exhibit B-2, if any, given to each Term Loan Lender to evidence the Term Loan of such Term Loan Lender, as amended, restated, modified, supplemented, extended, renewed or replaced. βThreshold Amountβ means (a) for any Recourse Indebtedness, Twenty-Five Million Dollars ($25,000,000), and (b) for any Non-Recourse Indebtedness, One Hundred Million Dollars ($100,000,000). βTotal Credit Exposureβ means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and Outstanding Amount of all Term Loans of such Lender at such time. βTreasury Management Agreementβ means any agreement governing the provision of treasury or cash management services, including, without limitation, deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards, employee credit card programs and commercial cards), funds transfer, automated clearinghouse, direct debit, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, netting services, cash pooling arrangements, credit and debit card acceptance or merchant services and other treasury or cash management services. βTrilogy Subsidiaryβ means Trilogy REIT Holdings, LLC or any Subsidiary thereof, and collectively, the βTrilogy Subsidiariesβ. 38
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βTypeβ means, with respect to any Revolving Loan or Term Loan, its character as a Base Rate Loan or a Eurodollar Loan. βUCCβ means the Uniform Commercial Code as from time to time in effect in the State of New York or, as the context requires, any other applicable jurisdiction. βUCPβ means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (βICCβ) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). βUK Financial Institutionβ means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. βUK Resolution Authorityβ means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. βUnconsolidated Affiliatesβ means an affiliate of the Parent whose financial statements are not required to be consolidated with the financial statements of the Parent in accordance with GAAP. βUnencumbered Asset Valueβ means for any Consolidated Unencumbered Property, an amount, not less than $0, equal to: (a) (1) for a Consolidated Unencumbered Property owned by such Consolidated Party (other than a Trilogy Subsidiary) on the last day of the then most recently ended fiscal quarter (other than a Consolidated Unencumbered Property acquired during the then most recently ended four fiscal quarters), an amount equal to the Net Operating Income for the most recently completed fiscal quarter multiplied by four and (2) divided by the applicable Capitalization Rate for such Consolidated Unencumbered Property and (b) for a Consolidated Unencumbered Property acquired by such Consolidated Party (other than a Trilogy Subsidiary) during the most recently ended four fiscal quarters, the aggregate acquisition cost of such Consolidated Unencumbered Property. βUnencumbered Indebtedness Yieldβ means, as of any date of determination, the ratio of (a) (i) Consolidated Unencumbered NOI plus (ii) interest income from unencumbered Qualified Mortgage Loans, as of the end of the most recently completed fiscal quarter, multiplied by four (4) to (b) the Consolidated Unsecured Indebtedness for the most recently completed fiscal quarter. For the avoidance of doubt, the interest income from unencumbered Qualified Mortgage Loans that are owned by the Consolidated Parties (other than the Trilogy Subsidiaries) for less than one fiscal quarter will be included in calculating Unencumbered Indebtedness Yield as if such Qualified Mortgage Loans were owned by thesuch Consolidated Parties as of the beginning of the then most recently completed fiscal quarter. βUnencumbered Net Operating Incomeβ means, for any period, the Net Operating Income from all Unencumbered Properties. βUnencumbered Propertyβ means, as of any date of determination, each Eligible Unencumbered Property, and each Real Property Asset that is identified as an Unencumbered Property in accordance with Section 6.16 and was included in the calculations set forth in the most recent Unencumbered Property Certificate delivered to the Administrative Agent. βUnencumbered Property Certificateβ means a certificate substantially in the form of Exhibit C hereto. 39
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βUnencumbered Property Poolβ means, collectively, on and after the Closing Date, (i) the Real Property Assets that satisfy the criteria set forth in the definition of Eligible Unencumbered Properties that are included in the calculations set forth in the most recent Unencumbered Property Certificate delivered to the Administrative Agent and (ii) also collectively satisfy the Unencumbered Property Pool Criteria. βUnencumbered Property Pool Criteriaβ means the following diversification parameters and other criteria: (a) no single Unencumbered Property shall account for greater than twenty five percent (25%) of the Consolidated Unencumbered Total Asset Value, with any excess being subtracted from the Consolidated Unencumbered Total Asset Value; (b) Unencumbered Properties that are located in any single metropolitan statistical area shall not account for greater than twenty five percent (25%) of the Consolidated Unencumbered Total Asset Value, with any excess being subtracted from the Consolidated Unencumbered Total Asset Value; (c) no more than twenty five percent (25%) of the Consolidated Unencumbered Total Asset Value shall be attributable to one or more Unencumbered Properties with the same Tenant, with any excess being subtracted from the Consolidated Unencumbered Total Asset Value; (d) no more than fifteen percent (15%) of the Consolidated Unencumbered Total Asset Value shall be attributable to Unencumbered Properties of which the Parent, the Borrower or any Wholly Owned Subsidiary of the Borrower own less than ninety five percent (95%) of the Capital Stock of the applicable Controlled Party with ordinary voting rights issued by the applicable Controlled Party, with any excess being subtracted from the Consolidated Unencumbered Total Asset Value; (e) no more than twenty percent (20%) of the Consolidated Unencumbered Total Asset Value may be attributable to hospital properties, with any excess being subtracted from the Consolidated Unencumbered Total Asset Value; and (f) no more than twenty percent (20%) of the Consolidated Unencumbered Total Asset Value may be attributable to skilled nursing facilities, with any excess being subtracted from the Consolidated Unencumbered Total Asset Value. βUnfunded Pension Liabilityβ means the excess of a Pension Planβs benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Planβs assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year. βUnited Statesβ or βU.S.β means the United States of America. βUnreimbursed Amountβ has the meaning provided in Section 2.03(c)(i). βUnused Fee Rateβ means for any calendar quarter (a) twenty five hundredths of one percent (0.25%) per annum if the average daily Commitment Utilization Percentage for such quarter is less than or equal to fifty percent (50%) and (b) twenty hundredths of one percent (0.20%) per annum if the average daily Commitment Utilization Percentage for such quarter is greater than fifty percent (50%). 40
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(iv) each Incremental Facility Commitment shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent and the Borrower may agree); (v) the maturity date of any Incremental Revolving Increase shall be the Revolving Loan Maturity Date and the maturity date of any Incremental Term Loan Facility shall be the Term Loan Maturity Date; (vi) each Person providing an Incremental Facility Commitment shall qualify as an Eligible Assignee; (vii) the Borrower shall deliver to the Administrative Agent: (A) a certificate of each Credit Party dated as of the date of such increase signed by a Responsible Officer of such Credit Party certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Credit Party approving such Incremental Facility; (B) a certificate of the Borrower dated as of the effective date of such Incremental Facility signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such Incremental Facility, (I) the representations and warranties of each Credit Party contained in Article V or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (II) no Default or Event of Default exists; (C) any new or amended and restated Notes (to the extent requested by the Lenders) to reflect such Incremental Facilities; (D) opinions of legal counsel to the Credit Parties, addressed to the Administrative Agent and each Lender (including each Person providing an Incremental Facility Commitment), dated as of the effective date of such Incremental Facility, in form and substance reasonably satisfactory to the Administrative Agent; and (E) all fees, including but not limited to arrangement and upfront fees required under any engagement letter or fee letter due in connection with the syndication of the commitments to fund such Incremental Facility; (viii) the Administrative Agent shall have received documentation from each Person providing an Incremental Facility Commitment evidencing its Incremental Facility Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, including, without limitation a Lender Joinder Agreement substantially in the form of Exhibit G attached hereto or other arrangement reasonably acceptable to the Administrative Agent; (ix) in the case of any Incremental Revolving Increase with respect to the Aggregate Revolving Commitments, (A) if any Revolving Loans are outstanding on the 47
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requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice, the Loan shall be made as a Base Rate Loan, or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to one-month Eurodollar Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Loans in their original currency with an Interest Period of one month. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Loans in any Loan Notice, but fails to specify an Interest Period, the Interest Period will be deemed to be one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender, as applicable, of the amount and currency of its Revolving Commitment Percentage or Term Loan Commitment Percentage of the applicable Loans, as the case may be, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender, as applicable, of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agentβs Office for the applicable currency not later than 2:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Extension of Credit, Section 4.01), the Administrative Agent shall make all funds so received available to the party referenced in the applicable Loan Notice in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable party on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the party identified in the applicable Loan Notice as provided above. (c) Except as otherwise provided herein, without the consent of the Required Lenders, (i) a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan and (ii) any conversion into, or continuation as, a Eurodollar Loan may be made only if the conditions to Extension of Credit in Section 4.02 have been satisfied. During the existence of a Default or Event of Default, (i) no Loan may be requested as, converted to or continued as a Eurodollar Loan (whether in Dollars or any Alternative Currency) and (ii) at request of the Required Lenders, any or all of the then outstanding Eurodollar Loans denominated in an Alternative Currency shall be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are 49
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outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of Americaβs prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than seven (7) Interest Periods in effect with respect to Loans. (f) Notwithstanding the foregoing provisions of this Section 2.02 or any other provisions in any other Credit Document to the contrary, at all times when any Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender is a party is in effect, Borrower shall elect Interest Periods of one month in duration for all Eurodollar Rate Loans. Borrower shall time its rate election so that each Interest Period with respect to such Eurodollar Rate Loans ends on a day when a payment is due from either counterparty under any such Swap Contract. 2.03 Additional Provisions with respect to Letters of Credit. (a) Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than Fifty Thousand Dollars ($50,000) or is not a standby letter of credit; or (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (D) the L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or (E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuerβs actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any 50
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Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an βHonor Dateβ), the Borrower shall directly reimburse the L/C Issuer in an amount equal to the amount of such drawing and in the applicable currency. The L/C Issuer will notify the Administrative Agent on the Honor Date of any failure of the Borrower to reimburse the L/C Issuer for a drawing under a Letter of Credit. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to timely reimburse the L/C Issuer on the Honor Date, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the βUnreimbursed Amountβ), and the amount of such Revolving Lenderβs Revolving Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Lender (including the Revolving Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars, at the Administrative Agentβs Office for Dollar-denominated payments in an amount equal to its Revolving Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans for any reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lenderβs payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03. 53
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specify (i) the amount to be borrowed, which shall be a minimum of One Hundred Thousand Dollars ($100,000), and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Loan Notice, make the amount of its Swing Line Loan available to the Borrower by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds. (b) Refinancing. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Revolving Lenderβs Revolving Commitment Percentage of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, the unutilized portion of the Aggregate Revolving Commitments or the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Revolving Commitment Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agentβs Office for Dollar-denominated payments not later than 2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(b)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(b)(i), the request for Revolving Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lenderβs payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(b)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(b)) by the time specified in Section 2.04(b)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, 58
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such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Lenderβs obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, (C) non-compliance with the conditions set forth in Section 4.02, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. (c) Repayment of Participations. (i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Revolving Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lenderβs risk participation was funded) in the same funds as those received by the Swing Line Lender. (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. (d) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower (by delivery of an invoice or other notice to the Borrower) for interest on the Swing Line Loans. Until each Revolving Lender funds its Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lenderβs Revolving Commitment Percentage of any Swing Line Loan, interest in respect thereof shall be solely for the account of the Swing Line Lender. (e) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. 59
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the Closing Date, and on the Revolving Loan Maturity Date (and, if applicable, thereafter on demand); provided that pursuant to Section 2.15(a)(iii), (i) no Revolving Unused Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender and (ii) any Revolving Unused Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Revolving Unused Fee to the Revolving Lenders pro rata in accordance with the respective Revolving Commitments of the Revolving Lenders. (b) [Reserved]. (c) Facility Fee. At any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage, a facility fee in Dollars equal to the facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The facility fee shall accrue at all times during the Revolving Commitment Period (and thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth (10th) day following the last day of each March, June, September and December, commencing with the first such date to occur after the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Revolving Commitment Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Rate was in effect.[Reserved] (d) Upfront and Other Fees. The Borrower agrees to pay to the Administrative Agent for the benefit of the Lenders the upfront and other fees in Dollars provided in the Fee Letter. (e) Letter of Credit Fees. (i) Letter of Credit Fee. In consideration of the L/C Commitment hereunder, the Borrower agrees to pay, in Dollars, to the Administrative Agent for the ratable benefit of the Revolving Lenders an annual fee in Dollars (the βLetter of Credit Feeβ) with respect to each Letter of Credit issued hereunder equal to (A) the Applicable Rate per annum multiplied by (B) the Dollar Equivalent of the average daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letters of Credit) from the date of issuance to the date of expiration. The Letter of Credit Fee shall be computed on a quarterly basis in arrears and shall be payable quarterly in arrears on the tenth (10th) day after the end of each March, June, September and December, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Maturity Date (and, if applicable, thereafter on demand); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which 63
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(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date (or in the case of any Base Rate Loan, prior to 12:00 (Noon) on the date of such Borrowing) any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrower fails to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Overnight Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the βCompensation Periodβ) at a rate per annum equal to the Overnight Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lenderβs Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agentβs demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Subsection (c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof or for any other reason, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Term Loan Lenders hereunder to make Term Loans and of the Revolving Lenders hereunder to make Revolving Loans and to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make payments pursuant to Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, nor relieve Borrower from any obligations hereunder to the Lenders which fulfill such obligations and no Lender shall be 66
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(c) Tax Indemnifications. (i) Each of the Credit Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lenderβs failure to comply with the provisions of Section 10.07(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 75
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(e) Status of Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lenderβs reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the βinterestβ article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the βbusiness profitsβ or βother incomeβ article of such tax treaty; (II) executed copies of IRS Form W-8ECI; (III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal 76
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Revenue Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a βbankβ within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a β10 percent shareholderβ of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a βcontrolled foreign corporationβ described in Section 881(c)(3)(C) of the Internal Revenue Code (a βU.S. Tax Compliance Certificateβ) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or (IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lenderβs obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), βFATCAβ shall include any amendments made to FATCA after the date of this Agreement. 77
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(C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lenderβs or the L/C Issuerβs holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lenderβs or the L/C Issuerβs capital or on the capital of such Lenderβs or the L/C Issuerβs holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lenderβs or the L/C Issuerβs holding company could have achieved but for such Change in Law (taking into consideration such Lenderβs or the L/C Issuerβs policies and the policies of such Lenderβs or the L/C Issuerβs holding company with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lenderβs or the L/C Issuerβs holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in Subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lenderβs or the L/C Issuerβs right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lenderβs or the L/C Issuerβs intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 80
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(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) copies of the Organization Documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary, assistant secretary, general counsel or executive vice president of such Credit Party to be true and correct as of the Closing Date; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; and (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in the jurisdiction of their incorporation or organization. (b) Opinions of Counsel. The Administrative Agent shall have received, in each case dated as of the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent a legal opinion of (i) Xxx, Castle & Xxxxxxxxx LLP, special New York and Delaware counsel for the Credit Parties and (ii) special local counsel for the Credit Parties for the state of Maryland, in each case addressed to the Administrative Agent and the Lenders. (c) Officerβs Certificates. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, in a form reasonably satisfactory to the Administrative Agent, stating that (i) each Credit Party is in compliance in all material respects with all existing financial obligations (whether pursuant to the terms and conditions of this Credit Agreement or otherwise), (ii) all governmental, stockholder and third party consents and approvals, if any, with respect to the Credit Documents and the transactions contemplated thereby have been obtained, (iii) no action, suit, investigation or proceeding is pending, or to the knowledge of the Credit Parties threatened, in any court or before any arbitrator or governmental instrumentality that purports to affect any Consolidated Party or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, (iv) immediately prior to and following the transactions contemplated herein, each of the Credit Parties shall be Solvent, and (v) immediately after the execution of this Credit Agreement and the other Credit Documents, (A) no Default or Event of Default exists and (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality, in which case such representation and warranty was true and correct in all respects) as of such earlier date. 83
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(d) Unencumbered Property Certificate. The Administrative Agent shall have received an Unencumbered Property Certificate as of the Closing Date, substantially in the form of Exhibit C, duly completed and executed by a Responsible Officer of the Borrower. (e) Financial Statements. Receipt by the Administrative Agent and the Lenders of (i) pro forma projections of financial statements (balance sheet, income and cash flows) for each of the fiscal years of the Consolidated Parties through December 31, 2020 and (ii) such other information relating to the Consolidated Parties as the Administrative Agent may reasonably require in connection with the structuring and syndication of credit facilities of the type described herein. (f) Compliance Certificate. The Administrative Agent shall have received a Compliance Certificate, substantially in the form of Exhibit D, as of the Closing Date, signed by a Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts set forth in the most recently delivered financial statements and taking into account (X) any Extension of Credit made or requested hereunder as of the Closing Date and (Y) any acquisitions occurring during such current fiscal quarter, including, without limitation any acquisition to occur simultaneous with such Extension of Credit as of such date and (ii) pro forma calculations of all financial covenants contained herein for each of the following four (4) fiscal quarters (based on the projections set forth in the materials delivered pursuant to clause (e) of this Section 4.01). (g) Consents/Approvals. The Credit Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (i) any applicable Law or (ii) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Credit Party to fulfill its respective obligations under the Credit Documents to which it is a party. (h) Material Adverse Effect. No event or condition or series of events or conditions in the aggregate has occurred that has had or could reasonably be expected to have, a Material Adverse Effect. (i) Fees and Expenses. Payment by the Credit Parties to the Administrative Agent of all fees and expenses relating to the preparation, execution and delivery of this Credit Agreement and the other Credit Documents which are due and payable on the Closing Date, including, without limitation, payment to the Administrative Agent of the fees set forth in the Fee Letter. (j) Repayment of Existing Credit Agreement. All obligations owing under the Existing Credit Agreement shall be repaid in full and all commitments thereunder shall be terminated simultaneously with the effectiveness of this Agreement. (k) Know Your Customer Information. The Administrative Agent and each Lender shall have received, no later than five (5) days prior to the Closing Date: 84
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information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters; (f) promptly upon receipt thereof, a copy of any other material report or βmanagement letterβ or recommendations submitted by independent accountants to the Parent in connection with any annual, interim or special audit of the books of the Parent; (g) promptly upon any Responsible Officer of the Borrower becoming aware thereof, notice of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect and (iii) any other Default or Event of Default; (h) within ten (10) days upon any Responsible Officer of the Borrower becoming aware thereof, material reports detailing income or expenses of any assets directly owned or operated, or which will be included on the balance sheet for purposes of FIN 46, other than as previously disclosed in the Parentβs Form 10-K, 10-Q or any other publicly available information; (i) of any announcement by Xxxxxβx, S&P and/or Fitch of any change or possible change in a Debt Rating; and (j) promptly, such additional information regarding the business, financial or corporate affairs of the Credit Parties, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 or (i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrowerβs website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted by the Administrative Agent (on the Borrowerβs behalf) on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender (through the Administrative Agent) that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender (through the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower or the other Credit Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Credit Parties hereby acknowledge that (x) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Credit Parties hereunder (collectively, the βBorrower Materialsβ) by posting the Borrower Materials on IntraLinks or another similar electronic system (the βPlatformβ) and (y) certain of the Lenders may be βpublic-sideβ Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Credit Parties or its securities) (each, a βPublic Lenderβ). The Credit Parties hereby further agree that (ww) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked βPUBLICβ which, at a minimum, shall mean that the word βPUBLICβ shall appear prominently 94
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legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or bonds are posted in accordance with applicable law; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided, that such Liens secure only amounts not overdue for more than thirty (30) days or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; (d) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness not otherwise permitted pursuant to Section 7.02), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) zoning restrictions, easements, rights-of-way, restrictions, restrictive covenants, use restrictions, radius restrictions, options to purchase at fair market value, rights of first refusal or first offer, encroachments, protrusions, sets of facts that an accurate and up to date survey would show and other similar encumbrances affecting real property which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; provided, however, any zoning or other restrictions (including, without limitation, restrictive covenants) that limit the use of the applicable real property to a Healthcare Facility shall by definition not be a violation of this Section 7.01(e); (f) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (g) leases or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business of any Credit Party or any Subsidiary; (h) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (i) Liens in existence as of the Closing Date as set forth on Schedule 7.01 and any renewals or extensions thereof; provided, that the property covered thereby is not materially changed; and (j) other Liens incurred in connection with Indebtedness as long as, after giving effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a Pro Forma Basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such Lien exists as of the Closing Date, as of September 30, 2018); provided, that the Credit Parties may not grant a mortgage, deed of trust, lien, pledge encumbrance or any other security interest, in each case, to secure Indebtedness with respect to any Unencumbered Property except in favor of the Lenders. 101
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(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Credit Documents or applicable law; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 8.03 Application of Funds. After the exercise of remedies in accordance with the provisions of Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to provide Cash Collateral as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and the Letter of Credit Fees) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) the Administrative Agent for the account of the L/C Issuer, to provide Cash Collateral for that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, (c) payment of that portion of the Obligations constituting obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder) and (d) payment of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.03(d), amounts used to provide Cash Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not 110
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(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lenderβs entrance into, participation in, administration of and performance of the Loans, Commitments, Letters of Credit and this Agreement, (iii) (A) such Lender is an investment fund managed by a βQualified Professional Asset Managerβ (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, Commitments, Letters of Credit and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, Commitments, Letters of Credit and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lenderβs entrance into, participation in, administration of and performance of the Loans, Commitments, Letters of Credit and this Agreement, or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (x) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (y) a Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Credit Party, that: (i) none of the Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, Commitments, Letters of Credit and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent or any Arranger under this Agreement, any Credit Document or any documents related to hereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, Commitments, Letters of Credit and this Agreement is independent (within the meaning of 29 CFR Β§ 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR Β§ 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, Commitments, Letters of Credit and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), 117
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other Credit Document; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of βDefault Rateβ or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder, (b) unless also signed by each Lender, no such amendment, waiver or consent shall: (i) change any provision of this Credit Agreement regarding pro rata sharing or pro rata funding with respect to (A) the making of advances (including participations), (B) the manner of application of payments or prepayments of principal, interest, or fees, (C) the manner of application of reimbursement obligations from drawings under Letters of Credit, or (D) the manner of reduction of commitments and committed amounts, (ii) change any provision of this Section 10.01, the definition of βRequired Lendersβ, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (iii) release the Parent, Borrower or all or substantially all of the Subsidiary Guarantors from their obligations hereunder (other than as provided herein or as appropriate in connection with transactions permitted hereunder), (iv) amend, modify or waive Section 4.01 if the effect of such amendment, modification or waiver is to require the Lenders to make Loans when such Lenders would not otherwise be required to do so, or (v) amend Section 1.06 or the definition of βAlternative Currencyβ without the written consent of each Lender; (c) unless also signed by the L/C Issuer, no such amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Credit Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (d) unless also signed by the Swing Line Lender, no such amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Credit Agreement; (e) unless also signed by the Administrative Agent, no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document; (f) waive any condition set forth in Section 4.02 as to any Extension of Credit without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be; and (g) change (A) the definition of βRequired Revolving Lendersβ without the written consent of each Revolving Lender or (B) the definition of βRequired Term Lendersβ without the written consent of each Term Loan Lender; 119
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syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonably incurred out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Indemnification by the Credit Parties. The Credit Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Arranger and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an βIndemniteeβ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Credit Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Credit Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Credit Party against an Indemnitee for breach in bad faith of such Indemniteeβs obligations hereunder or under any other Credit Document, if such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to 123
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Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lenderβs pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lenderβs share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lendersβ Revolving Commitment Percentage and Term Loan Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Subsection (c) are subject to the provisions of Section 2.11(e). (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. (f) Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments, the Term Loan Commitments and the repayment, satisfaction or discharge of all the other Obligations. 124
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(c) to the extent that any part of such funds constitutes assets of an insurance companyβs general account, such insurance company has complied with all of the requirements of the regulations issued under Section 401(c)(1)(A) of ERISA; or (d) such funds constitute assets of one or more specific benefit plans that such Lender has identified in writing to the Borrower. As used in this Section, the terms βemployee benefit planβ and βseparate accountβ shall have the respective meanings provided in Section 3 of ERISA. 10.19 GOVERNING LAW. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWLAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES; PROVIDED, THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THX XXXXXX XX XXX XXXXX XX XXX XXXX XITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY CREDIT DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. 10.20 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 134
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SUBSIDIARY GAHC3 LITHONIA GA MOB, LLC, GUARANTORS: GAHC3 STOCKBRIDGE GA MOB, LLC, GAHC3 STOCKBRIDGE GA MOB II, LLC, GAHC3 STOCKBRIDGE GA MOB III, LLC, GAHC3 ACWORTH GA MOB, LLC, GAHC3 XXXβX SUMMIT MO MOB, LLC, GAHC3 WICHITA KS MOB, LLC, GAHC3 MOUNT DORA FL MOB II, LLC, GAHC3 MT. JULIET TN MOB, LLC, GAHC3 HOMEWOOD AL MOB, LLC, GAHC3 GLEN BURNIE MD MOB, LLC, GAHC3 MARIETTA GA MOB, LLC, GAHC3 MARIETTA GA MOB II, LLC, GAHC3 NAPA MEDICAL CENTER, LLC, GAHC3 CHESTERFIELD CORPORATE PLAZA, LLC, GAHC3 SOUTHLAKE TX HOSPITAL, LLC, GAHC3 VOORHEES NJ MOB, LLC, GAHC3 PREMIER NOVI MI MOB, LLC, GAHC3 WASHINGTON DC SNF, LLC, GAHC3 JOPLIN MO MOB, LLC, GAHC3 AUSTELL GA MOB, LLC, GAHC3 MIDDLETOWN OH MOB, LLC, GAHC3 MIDDLETOWN OH MOB II, LLC, GAHC3 WESTBROOK CT MOB, LLC, GAHC3 SNELLVILLE GA MOB, LLC, GAHC3 NEW LONDON CT MOB, LLC, GAHC3 DELTA VALLEY ALF PORTFOLIO, LLC, GAHC3 MOUNT OLYMPIA MOB PORTFOLIO, LLC, GAHC3 EAST TEXAS MOB PORTFOLIO, LLC, GAHC3 KINGWOOD MOB PORTFOLIO, LLC, GAHC3 INDEPENDENCE MOB PORTFOLIO, LLC, GAHC3 NORTH CAROLINA ALF PORTFOLIO, LLC, GAHC3 NORTH CAROLINA ALF PORTFOLIO GP, LLC, GAHC3 ORANGE STAR MEDICAL PORTFOLIO, LLC, GAHC3 PENNSYLVANIA SENIOR HOUSING PORTFOLIO, LLC GAHC3 MOUNTAIN CREST SENIOR HOUSING PORTFOLIO, LLC, GAHC3 NEBRASKA SENIOR HOUSING PORTFOLIO, LLC, GAHC3 SOUTHERN ILLINOIS MOB PORTFOLIO, LLC, GAHC3 NAPERVILLE MOB PORTFOLIO, LLC, GAHC3 FOX GRAPE SNF PORTFOLIO, LLC, GAHC3 NORWICH CT MOB PORTFOLIO, LLC, each, a Delaware limited liability company By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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GAHC3 BATESVILLE MS ALF, LLC, GAHC3 CLEVELAND MS ALF, LLC, GAHC3 SPRINGDALE AR ALF, LLC, each, a Delaware limited liability company By: GAHC3 Delta Valley ALF Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: GAHC3 LONGVIEW TX MEDICAL PLAZA, LLC, GAHC3 LONGVIEW TX INSTITUTE MOB, LLC, GAHC3 LONGVIEW TX CSC MOB, LLC, GAHC3 LONGVIEW TX OCCUPATIONAL MOB, LLC, GAHC3 LONGVIEW TX OUTPATIENT MOB I, LLC, GAHC3 LONGVIEW TX OUTPATIENT MOB II, LLC, GAHC3 MARSHALL TX MOB, LLC, each, a Delaware limited liability company By: GAHC3 East Texas MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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GAHC3 SOUTHGATE KY MOB, LLC, GAHC3 SOMERVILLE MA MOB, LLC, GAHC3 MORRISTOWN NJ MOB, LLC, GAHC3 VERONA NJ MOB, LLC, GAHC3 BRONX NY MOB, LLC, each, a Delaware limited liability company By: GAHC3 Independence MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: GAHC3 OLYMPIA FIELDS IL MOB, LLC, GAHC3 COLUMBUS OH MOB, LLC, GAHC3 MOUNT DORA FL MOB, LLC, each, a Delaware limited liability company By: GAHC3 Mount Olympia MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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GAHC3 MOORESVILLE NC ALF, LP, GAHC3 NORTH RALEIGH NC ALF, LP, GAHC3 WAKE FOREST NC ALF, LP, GAHC3 CLEMMONS NC ALF, LP, GAHC3 HUNTERSVILLE NC ALF, LP GAHC3 MINT HILL NC ALF, LP, each, a Delaware limited partnership By: GAHC3 North Carolina ALF Portfolio GP, LLC, a Delaware limited liability company, its General Partner By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: GAHC3 DURANGO CO MEDICAL CENTER, LLC, GAHC3 KELLER TX MOB, LLC, GAHC3 XXXXXXX TX MOB, LLC, GAHC3 FRIENDSWOOD TX MOB, LLC, each, a Delaware limited liability company By: GAHC3 Orange Star Medical Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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GAHC3 KINGWOOD TX MOB I, LLC, GAHC3 KINGWOOD TX MOB II, LLC, each, a Delaware limited liability company By: GAHC3 Kingwood MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: GAHC3 WATERLOO IL MOB & IMAGING CENTER, LLC, GAHC3 WATERLOO IL SURGERY CENTER, LLC, GAHC3 WATERLOO IL DIALYSIS CENTER, LLC, each, a Delaware limited liability company By: GAHC3 Southern Illinois MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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GAHC3 95TH NAPERVILLE IL MOB, LLC, GAHC3 XXXXX NAPERVILLE IL MOB, LLC, each, a Delaware limited liability company By: GAHC3 Naperville MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: GAHC3 OMAHA NE ALF, LLC, GAHC3 BENNINGTON NE ALF, LLC, each, a Delaware limited liability company By: GAHC3 Nebraska Senior Housing Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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GAHC3 BRAINTREE MA SNF, LLC, GAHC3 BRIGHTON MA SNF, LLC, GAHC3 DUXBURY MA SNF, LLC, GAHC3 HINGHAM MA SNF, LLC, GAHC3 WEYMOUTH MA SNF, LLC, each, a Delaware limited liability company By: GAHC3 Fox Grape SNF Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: GAHC3 NORWICH CT MOB I, LLC, GAHC3 NORWICH CT MOB II, LLC, each, a Delaware limited liability company By: GAHC3 Norwich CT MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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GAHC3 HOBART IN ALF, LLC, GAHC3 ELKHART IN ILF, LLC, GAHC3 ELKHART IN ALF, LLC, GAHC3 NILES MI ALF, LLC, GAHC3 LAPORTE IN ALF, LLC, each, a Delaware limited liability company By: GAHC3 Mountain Crest Senior Housing Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: GAHC3 BOYERTOWN PA ALF, LLC, GAHC3 YORK PA ALF, LLC, GAHC3 PALMYRA PA ALF, LLC, each, a Delaware limited liability company By: GAHC3 Pennsylvania Senior Housing Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and a Swing Line Lender By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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KEYBANK, NATIONAL ASSOCIATION, as a Lender, an L/C Issuer and a Swing Line Lender By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender, an L/C Issuer and a Swing Line Lender By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as a Lender By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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THE HUNTINGTON NATIONAL BANK, as a Lender By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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FIRST BANK, a Missouri state chartered bank, as a Lender By: Name: Its: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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BANK OF THE WEST, A CALIFORNIA BANKING CORPORATION, as a Lender By: Name: Its: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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COMERICA BANK, as a Lender By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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XXXXXXX XXXXXXX BANK, as a Lender By: Name: Title: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP CREDIT AGREEMENT (2019)
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Annex I Exhibit I Form of Pledge Agreement [See attached]
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Agreement or the maturity of the Secured Obligations and any Pledgorβs failure to pay the Secured Obligations: (i) to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine; (ii) to commence and prosecute any actions at any court for the purposes of collecting any Pledged Collateral and enforcing any other right in respect thereof; (iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate; (iv) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; (v) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral; (vi) to exchange any of the Pledged Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate; (vii) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Collateral into the name of the Administrative Agent or one or more of the holders of the Secured Obligations or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant to Section 7 hereof; (viii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral; (ix) to direct any parties liable for any payment in connection with any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (x) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral; and (xi) do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection with the Pledged Collateral. This power of attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The Administrative Agent shall be under no duty to exercise or withhold the 9 USActive 55129702.3
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exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral. (b) Assignment by the Administrative Agent. In connection with the resignation or replacement of the Administrative Agent and subject to the terms of the Credit Agreement, the Administrative Agent may from time to time assign the Secured Obligations and any portion thereof and/or the Pledged Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Agreement in relation thereto. (c) The Administrative Agentβs Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that each Pledgor shall be responsible for preservation of all rights in the Pledged Collateral, and the Administrative Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to any Pledgor. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral. In the event of a public or private sale of Pledged Collateral pursuant to Section 7 hereof, the Administrative Agent shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any steps to preserve rights against any parties with respect to any Pledged Collateral. (d) Voting and Payment Rights in Respect of the Pledged Equity. (i) So long as no Event of Default shall exist, each Pledgor may (A) exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement and (B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Credit Agreement; and (ii) During the continuance of an Event of Default, (A) all rights of each Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (i)(A) above shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (B) all rights of each Pledgor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (i)(B) above shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, principal and interest payments to 10 USActive 55129702.3
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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Title: GAHC3 DELTA VALLEY ALF PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 EAST TEXAS MOB PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Its: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 INDEPENDENCE MOB PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 MOUNT OLYMPIA MOB PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 NORTH CAROLINA ALF PORTFOLIO GP, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 ORANGE STAR MEDICAL PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 KINGWOOD MOB PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 SOUTHERN ILLINOIS MOB PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 NAPERVILLE MOB PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 NEBRASKA SENIOR HOUSING PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 FOX GRAPE SNF PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 NORWICH CT MOB PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 MOUNTAIN CREST SENIOR HOUSING PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 PENNSYLVANIA SENIOR HOUSING PORTFOLIO, LLC, a Delaware limited liability company By: XXXXXXX-AMERICAN HEALTHCARE REIT III HOLDINGS, LP, a Delaware limited partnership, its Sole Member By: XXXXXXX-AMERICAN HEALTHCARE REIT III, INC., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [SIGNATURE PAGES CONTINUE] [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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Acknowledgement as to Section 24: APPLICABLE SUBSIDIARIES: GAHC3 LITHONIA GA MOB, LLC, GAHC3 STOCKBRIDGE GA MOB, LLC, GAHC3 STOCKBRIDGE GA MOB II, LLC, GAHC3 STOCKBRIDGE GA MOB III, LLC, GAHC3 ACWORTH GA MOB, LLC, GAHC3 XXXβX SUMMIT MO MOB, LLC, GAHC3 WICHITA KS MOB, LLC, GAHC3 MOUNT DORA FL MOB II, LLC, GAHC3 MT. JULIET TN MOB, LLC, GAHC3 HOMEWOOD AL MOB, LLC, GAHC3 GLEN BURNIE MD MOB, LLC, GAHC3 MARIETTA GA MOB, LLC, GAHC3 MARIETTA GA MOB II, LLC, GAHC3 NAPA MEDICAL CENTER, LLC, GAHC3 CHESTERFIELD CORPORATE PLAZA, LLC, GAHC3 SOUTHLAKE TX HOSPITAL, LLC, GAHC3 VOORHEES NJ MOB, LLC, GAHC3 PREMIER NOVI MI MOB, LLC, GAHC3 WASHINGTON DC SNF, LLC, GAHC3 JOPLIN MO MOB, LLC, GAHC3 AUSTELL GA MOB, LLC, GAHC3 MIDDLETOWN OH MOB, LLC, GAHC3 MIDDLETOWN OH MOB II, LLC, GAHC3 WESTBROOK CT MOB, LLC, GAHC3 SNELLVILLE GA MOB, LLC, GAHC3 NEW LONDON CT MOB, LLC, GAHC3 DELTA VALLEY ALF PORTFOLIO, LLC, GAHC3 MOUNT OLYMPIA MOB PORTFOLIO, LLC, GAHC3 EAST TEXAS MOB PORTFOLIO, LLC, GAHC3 KINGWOOD MOB PORTFOLIO, LLC, GAHC3 INDEPENDENCE MOB PORTFOLIO, LLC, GAHC3 NORTH CAROLINA ALF PORTFOLIO, LLC, GAHC3 NORTH CAROLINA ALF PORTFOLIO GP, LLC, GAHC3 ORANGE STAR MEDICAL PORTFOLIO, LLC, GAHC3 PENNSYLVANIA SENIOR HOUSING PORTFOLIO, LLC GAHC3 MOUNTAIN CREST SENIOR HOUSING PORTFOLIO, LLC, GAHC3 NEBRASKA SENIOR HOUSING PORTFOLIO, LLC, GAHC3 SOUTHERN ILLINOIS MOB PORTFOLIO, LLC, GAHC3 NAPERVILLE MOB PORTFOLIO, LLC, GAHC3 FOX GRAPE SNF PORTFOLIO, LLC, GAHC3 NORWICH CT MOB PORTFOLIO, LLC, each, a Delaware limited liability company By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc. a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Its: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 BATESVILLE MS ALF, LLC, GAHC3 CLEVELAND MS ALF, LLC, GAHC3 SPRINGDALE AR ALF, LLC, each, a Delaware limited liability company By: GAHC3 Delta Valley ALF Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 LONGVIEW TX MEDICAL PLAZA, LLC, GAHC3 LONGVIEW TX INSTITUTE MOB, LLC, GAHC3 LONGVIEW TX CSC MOB, LLC, GAHC3 LONGVIEW TX OCCUPATIONAL MOB, LLC, GAHC3 LONGVIEW TX OUTPATIENT MOB I, LLC, GAHC3 LONGVIEW TX OUTPATIENT MOB II, LLC, GAHC3 MARSHALL TX MOB, LLC, each, a Delaware limited liability company By: GAHC3 East Texas MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Its: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 SOUTHGATE KY MOB, LLC, GAHC3 VERONA NJ MOB, LLC, GAHC3 BRONX NY MOB, LLC, each a Delaware limited liability company By: GAHC3 Independence MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 OLYMPIA FIELDS IL MOB, LLC, GAHC3 COLUMBUS OH MOB, LLC, GAHC3 MOUNT DORA FL MOB, LLC, each, a Delaware limited liability company By: GAHC3 Mount Olympia MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT IIII Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc. a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 MOORESVILLE NC ALF, LP, GAHC3 NORTH RALEIGH NC ALF, LP, GAHC3 WAKE FOREST NC ALF, LP, GAHC3 CLEMMONS NC ALF, LP, GAHC3 HUNTERSVILLE NC ALF, LP, GAHC3 MINT HILL NC ALF, LP, GAHC3 GARNER NC ALF, LP, each, a Delaware limited partnership By: GAHC3 North Carolina ALF Portfolio GP, LLC, a Delaware limited liability company, its General Partner By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc. a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 DURANGO CO MEDICAL CENTER, LLC, GAHC3 KELLER TX MOB, LLC, GAHC3 XXXXXXX TX MOB, LLC, GAHC3 FRIENDSWOOD TX MOB, LLC, each, a Delaware limited liability company By: GAHC3 Orange Star Medical Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 KINGWOOD TX MOB I, LLC, GAHC3 KINGWOOD TX MOB II, LLC, each, a Delaware limited liability company By: GAHC3 Kingwood MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 WATERLOO IL MOB & IMAGING CENTER, LLC, GAHC3 WATERLOO IL SURGERY CENTER, LLC, GAHC3 WATERLOO IL DIALYSIS CENTER, LLC, each, a Delaware limited liability company By: GAHC3 Southern Illinois MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 95TH NAPERVILLE IL MOB, LLC, GAHC3 XXXXX NAPERVILLE IL MOB, LLC, each, a Delaware limited liability company By: GAHC3 Naperville MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 OMAHA NE ALF, LLC, GAHC3 BENNINGTON NE ALF, LLC, each, a Delaware limited liability company By: GAHC3 Nebraska Senior Housing Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 BRAINTREE MA SNF, LLC, GAHC3 BRIGHTON MA SNF, LLC, GAHC3 DUXBURY MA SNF, LLC, GAHC3 HINGHAM MA SNF, LLC, GAHC3 WEYMOUTH MA SNF, LLC, each, a Delaware limited liability company By: GAHC3 Fox Grape SNF Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 NORWICH CT MOB I, LLC, GAHC3 NORWICH CT MOB II, LLC, each, a Delaware limited liability company By: GAHC3 Norwich CT MOB Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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GAHC3 HOBART IN ALF, LLC, GAHC3 ELKHART IN ILF, LLC, GAHC3 ELKHART IN ALF, LLC, GAHC3 NILES MI ALF, LLC, GAHC3 LAPORTE IN ALF, LLC, each, a Delaware limited liability company By: GAHC3 Mountain Crest Senior Housing Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer GAHC3 BETHLEHEM PA ILF, LLC, a Delaware limited liability company By: GAHC3 Pennsylvania Senior Housing Portfolio, LLC, a Delaware limited liability company, its Sole Member By: Xxxxxxx-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, its Sole Member By: Xxxxxxx-American Healthcare REIT III, Inc., a Maryland corporation, its General Partner By: Name: Xxxxx X. Xxxx Title: Chief Financial Officer [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [BOFA β Xxxxxxx III β Signature Page to Pledge Agreement]
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SCHEDULE 2(a) PLEDGED EQUITY Number Certificate Percentage Name of Pledgor Name of Subsidiary of Shares Number Ownership Xxxxxxx-American Healthcare REIT GAHC3 Lithonia GA III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Stockbridge GA III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Stockbridge GA III Holdings, LP MOB II, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Stockbridge GA III Holdings, LP MOB III, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Acworth GA III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Xxxβx Summit III Holdings, LP MO MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Wichita KS III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Mount Dora FL III Holdings, LP MOB II, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 MT. Juliet TN III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Homewood AL III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Glen Burnie MD III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Marietta GA III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 MARIETTA GA III Holdings, LP MOB II, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Napa Medical III Holdings, LP Center, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Chesterfield III Holdings, LP Corporate Plaza, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Southlake TX III Holdings, LP Hospital, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Voorhees NJ III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Premier Novi MI III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Washington DC III Holdings, LP SNF, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Joplin MO MOB, III Holdings, LP LLC N/A N/A 100% USActive 55129702.3
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Xxxxxxx-American Healthcare REIT GAHC3 Austell GA III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Middletown OH III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Middletown OH III Holdings, LP MOB II, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Westbrook CT III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Snellville GA III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 New London CT III Holdings, LP MOB, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Delta Valley ALF III Holdings, LP Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Mount Olympia III Holdings, LP MOB Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 East Texas MOB III Holdings, LP Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Kingwood MOB III Holdings, LP Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Independence III Holdings, LP MOB Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 North Carolina III Holdings, LP ALF Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 North Carolina III Holdings, LP ALF Portfolio GP, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Orange Star III Holdings, LP Medical Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Pennsylvania III Holdings, LP Senior Housing Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Mountain Crest III Holdings, LP Senior Housing Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Nebraska Senior III Holdings, LP Housing Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Southern Illinois III Holdings, LP MOB Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Naperville MOB III Holdings, LP Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Fox Grape SNF III Holdings, LP Portfolio, LLC N/A N/A 100% Xxxxxxx-American Healthcare REIT GAHC3 Norwich CT III Holdings, LP MOB Portfolio, LLC N/A N/A 100% GAHC3 Delta Valley ALF GAHC3 Batesville MS Portfolio, LLC ALF, LLC N/A N/A 100% GAHC3 Delta Valley ALF GAHC3 Cleveland MS Portfolio, LLC ALF, LLC N/A N/A 100% GAHC3 Delta Valley ALF GAHC3 Springdale AR Portfolio, LLC ALF, LLC N/A N/A 100% USActive 55129702.3
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GAHC3 East Texas MOB GAHC3 Longview TX Portfolio, LLC Medical Plaza, LLC N/A N/A 100% GAHC3 East Texas MOB GAHC3 Longview TX Portfolio, LLC Institute MOB, LLC N/A N/A 100% GAHC3 East Texas MOB GAHC3 LONGVIEW Portfolio, LLC TX CSC MOB, LLC N/A N/A 100% GAHC3 East Texas MOB GAHC3 Longview TX Portfolio, LLC Occupational MOB, LLC N/A N/A 100% GAHC3 East Texas MOB GAHC3 Longview TX Portfolio, LLC Outpatient MOB I, LLC N/A N/A 100% GAHC3 East Texas MOB GAHC3 Longview TX Portfolio, LLC Outpatient MOB II, LLC N/A N/A 100% GAHC3 East Texas MOB GAHC3 Marshall TX Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 Independence MOB GAHC3 Southgate KY Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 Independence MOB GAHC3 Verona NJ Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 Independence MOB GAHC3 Bronx NY Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 Mount Olympia MOB GAHC3 Olympia Fields Portfolio, LLC IL MOB, LLC N/A N/A 100% GAHC3 Mount Olympia MOB GAHC3 Columbus OH Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 Mount Olympia MOB GAHC3 Mount Dora FL Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 North Carolina ALF GAHC3 Mooresville NC Portfolio GP, LLC ALF, LP N/A N/A 100% GAHC3 North Carolina ALF GAHC3 North Raleigh Portfolio GP, LLC NC ALF, LP N/A N/A 100% GAHC3 North Carolina ALF GAHC3 Wake Forest NC Portfolio GP, LLC ALF, LP N/A N/A 100% GAHC3 North Carolina ALF GAHC3 Clemmons NC Portfolio GP, LLC ALF, LP N/A N/A 100% GAHC3 North Carolina ALF GAHC3 Huntersville NC Portfolio GP, LLC ALF, LP N/A N/A 100% GAHC3 North Carolina ALF GAHC3 Mint Hill NC Portfolio GP, LLC ALF, LP N/A N/A 100% GAHC3 North Carolina ALF GAHC3 Garner NC Portfolio GP, LLC ALF, LP N/A N/A 100% GAHC3 Orange Star Medical GAHC3 Durango CO Portfolio, LLC Medical Center, LLC N/A N/A 100% GAHC3 Orange Star Medical GAHC3 Keller TX Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 Orange Star Medical GAHC3 Wharton TX Portfolio, LLC MOB, LLC N/A N/A 100% GAHC3 Orange Star Medical GAHC3 Friendswood Portfolio, LLC TX MOB, LLC N/A N/A 100% GAHC3 Kingwood MOB GAHC3 Kingwood TX Portfolio, LLC MOB I, LLC N/A N/A 100% USActive 55129702.3
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GAHC3 Kingwood MOB GAHC3 Kingwood TX Portfolio, LLC MOB II, LLC N/A N/A 100% GAHC3 Waterloo IL GAHC3 Southern Illinois MOB MOB & Imaging Center, Portfolio, LLC LLC N/A N/A 100% GAHC3 Southern Illinois MOB GAHC3 Waterloo IL Portfolio, LLC Surgery Center, LLC N/A N/A 100% GAHC3 Southern Illinois MOB GAHC3 Waterloo IL Portfolio, LLC Dialysis Center, LLC N/A N/A 100% GAHC3 Naperville MOB GAHC3 95th Naperville Portfolio, LLC IL MOB, LLC N/A N/A 100% GAHC3 Naperville MOB GAHC3 Xxxxx Portfolio, LLC Naperville IL MOB, LLC N/A N/A 100% GAHC3 Nebraska Senior Housing GAHC3 Omaha NE Portfolio, LLC ALF, LLC N/A N/A 100% GAHC3 Nebraska Senior Housing GAHC3 Bennington NE Portfolio, LLC ALF, LLC N/A N/A 100% GAHC3 Fox Grape SNF Portfolio, GAHC3 Braintree MA LLC SNF, LLC N/A N/A 100% GAHC3 Fox Grape SNF Portfolio, GAHC3 Brighton MA LLC SNF, LLC N/A N/A 100% GAHC3 Fox Grape SNF Portfolio, GAHC3 Duxbury MA LLC SNF, LLC N/A N/A 100% GAHC3 Fox Grape SNF Portfolio, GAHC3 Hingham MA LLC SNF, LLC N/A N/A 100% GAHC3 Fox Grape SNF Portfolio, GAHC3 Weymouth MA LLC SNF, LLC N/A N/A 100% GAHC3 Norwich CT GAHC3 Norwich CT MOB MOB I, LLC Portfolio, LLC N/A N/A 100% GAHC3 Norwich CT GAHC3 Norwich CT MOB MOB II, LLC Portfolio, LLC N/A N/A 100% GAHC3 Hobart IN ALF, GAHC3 Mountain Crest Senior LLC Housing Portfolio, LLC N/A N/A 100% GAHC3 Elkhart IN ILF, GAHC3 Mountain Crest Senior LLC Housing Portfolio, LLC N/A N/A 100% GAHC3 Elkhart IN ALF, GAHC3 Mountain Crest Senior LLC Housing Portfolio, LLC N/A N/A 100% GAHC3 Niles MI ALF, GAHC3 Mountain Crest Senior LLC Housing Portfolio, LLC N/A N/A 100% GAHC3 Laporte IN GAHC3 Mountain Crest Senior ALF, LLC Housing Portfolio, LLC N/A N/A 100% GAHC3 Bethlehem PA GAHC3 Pennsylvania Senior ILF, LLC Housing Portfolio, LLC N/A N/A 100% USActive 55129702.3
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SCHEDULE 3(a) LEGAL NAME, STATE OF FORMATION, PRINCIPAL PLACE OF BUSINESS, CHIEF EXECUTIVE OFFICE Legal Name State of Formation Principal Place of Business and Chief Executive Office Delaware 00000 Xxx Xxxxxx Xxx. Xxxxxxx-American Healthcare Suite 300 REIT III Holdings, LP Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. XXXX0 Xxxxx Xxxxxx ALF Delaware Suite 300 Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. XXXX0 Xxxx Xxxxx MOB Delaware Suite 300 Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. GAHC3 Independence MOB Delaware Suite 300 Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. GAHC3 Mount Olympia Delaware Suite 300 MOB Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. XXXX0 Xxxxx Xxxxxxxx ALF Delaware Suite 300 Portfolio GP, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. GAHC3 Orange Star Medical Delaware Suite 300 Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. GAHC3 Kingwood MOB Delaware Suite 300 Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. XXXX0 Xxxxxxxx Xxxxxxxx Delaware Suite 300 MOB Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. GAHC3 Naperville MOB Delaware Suite 300 Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. XXXX0 Xxxxxxxx Senior Delaware Suite 300 Housing Portfolio, LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. GAHC3 Fox Grape SNF Delaware Suite 300 Portfolio, LLC Xxxxxx, XX 00000 GAHC3 Norwich CT MOB 00000 Xxx Xxxxxx Xxx. Xxxxxxxx Portfolio, LLC Suite 300 USActive 55129702.3
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Xxxxxx, XX 00000 GAHC3 Mountain Crest 00000 Xxx Xxxxxx Xxx. Senior Housing Portfolio, Delaware Suite 300 LLC Xxxxxx, XX 00000 00000 Xxx Xxxxxx Xxx. XXXX0 Xxxxxxxxxxxx Senior Delaware Suite 300 Housing Portfolio, LLC Xxxxxx, XX 00000 USActive 55129702.3
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EXHIBIT 4(b) IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following Capital Stock of ___________________, a _______________ ______________: No. of Shares Certificate No. [______] [______] and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Capital Stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. [Pledgor] By: Name: Its: USActive 55129702.3
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Annex II Schedule 2.01 LENDERS AND COMMITMENTS; TERM LOAN HEDGED PORTION Revolving Term Loan Commitment Term Loan Commitment Commitment Term Loan Revolving Percentage (as of Percentage (as of Lender Commitment Commitment the First the First Term Loan Term Loan (Total) Amendment Hedged Portion Unhedged Portion Amendment Effective Date) Effective Date) Bank of America, N.A. $47,916,666.66 31.944444440% $80,815,972.23 $21,267,361.11 $102,083,333.34 21.267361113% KeyBank, National $47,916,666.67 31. 944444447% $61,024,305.55 $16,059,027.78 $77,083,333.33 16.059027777% Association Citizens Bank, National $47,916,666.67 31.944444447% $61,024,305.55 $16,059,027.78 $77,083,333.33 16.059027777% Association Fifth Third Bank, an Ohio N/A N/A $79,166,666.67 $20,833,333.33 $100,000,000.00 20.833333333% Banking Corporation The Huntington National $6,250,000.00 4.166666667% $14,843,750.00 $3,906,250.00 $18,750,000.00 3.906250000% Bank First Bank, a Missouri state N/A N/A $11,875,000.00 $3,125,000.00 $15,000,000.00 3.125000000% chartered bank Bank of the West, a California N/A N/A $39,583,333.33 $10,416,666.67 $50,000,000.00 10.416666667% banking corporation Comerica Bank N/A N/A $19,791,666.67 $5,208,333.33 $25,000,000.00 5.208333333% Xxxxxxx Xxxxxxx Bank N/A N/A $11,875,000.00 $3,125,000.00 $15,000,000.00 3.125000000% Total: $150,000,000.00 100.000000000% $380,000,000.00 $100,000,000.00 $480,000,000.00 100.000000000%