Common use of Modifications of the Credit Agreement Clause in Contracts

Modifications of the Credit Agreement. The Borrower, Agent and the Lender do hereby modify and amend the Credit Agreement as follows: (a) By inserting the following definition in §1.1 of the Credit Agreement in the appropriate alphabetical order: “Cheektowaga Mortgage. A Mortgage which encumbers a Mortgaged Property located in Cheektowaga, New York commonly known as Peregrine’s Landing Senior Community.” (b) By inserting the following sentence at the end of the definition of Borrowing Base Appraised Value Limit appearing in §1.1 of the Credit Agreement: “Notwithstanding the foregoing, the Appraised Value for a Borrowing Base Asset shall not exceed any limit on recovery of the Obligations set forth in the applicable Mortgage or Assignment of Leases and Rents for such Borrowing Base Asset (such as a limit on recovery included to minimize mortgage, intangible recording or similar taxes); provided, however, that nothing herein shall prevent a modification of the applicable Loan Documents to increase any such limit provided any additional tax is paid.” (c) By deleting in its entirety the first (1st) sentence of §2.13(a) of the Credit Agreement, and by inserting in lieu thereof the following: “If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders or all of the Lenders, shall, except as specifically provided in §27, be suspended during the pendency of such failure or refusal.” (d) By deleting in its entirety the fourth (4th) sentence of §4.9 of the Credit Agreement, and by inserting in lieu thereof the following: “No such amounts shall be recoverable to the extent that they have accrued or relate to a period more than one hundred eighty (180) days prior to the date of such demand (except that, if such law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).” (e) By inserting the following as §11.6 of the Credit Agreement:

Modifications of the Credit Agreement. The Borrower, Agent and the Lender Lenders do hereby modify and amend the Credit Agreement as follows: (a) By modifying the definition of “Derivatives Contract” in §1.1 of the Credit Agreement by inserting the following text after the words “master agreement” in the ninth line thereof: “; provided that the term “Derivatives Contract” shall not include any contract to hedge the purchase of electricity in the ordinary course of business” (b) By amending and restating subpart (f) of the definition of “Indebtedness” in §1.1 of the Credit Agreement in the appropriate alphabetical orderits entirety as follows: “Cheektowaga Mortgage. A Mortgage which encumbers all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment or confirmation or forward equity sale agreement, in each case evidenced by a Mortgaged Property located binding agreement (excluding (i) any such obligation to the extent the terms thereof provide that the obligation can be satisfied by the issuance of Equity Interests and (ii) any purchases of Real Estate, inventory or equipment in Cheektowaga, New York commonly known as Peregrine’s Landing Senior Community.the ordinary course of business of such Person)” (bc) By inserting the following sentence at the end modifying subpart (g) of the definition of Borrowing Base Appraised Value Limit appearing “Indebtedness” in §1.1 of the Credit AgreementAgreement by inserting the following text after the word “thereof” in the nineteenth line thereof: “Notwithstanding the foregoing, the Appraised Value for a Borrowing Base Asset shall not exceed any limit on recovery of the Obligations set forth in the applicable Mortgage or Assignment of Leases and Rents for such Borrowing Base Asset (such as a limit on recovery included to minimize mortgage, intangible recording or similar taxes); provided, however, that nothing herein shall prevent a modification of the applicable Loan Documents to increase excluding any such limit provided any additional tax obligation which is paid.” (c) By deleting in its entirety the first (1st) sentence of §2.13(a) of the Credit Agreement, and by inserting in lieu thereof the following: “If for any reason any Lender shall be a Defaulting Lender, then, in addition forward equity commitment or confirmation or forward equity sale agreement to the rights and remedies extent the terms thereof provide that may the obligation can be available to satisfied by the Agent or the Borrower under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration issuance of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders or all of the Lenders, shall, except as specifically provided in §27, be suspended during the pendency of such failure or refusal.Equity Interests)” (d) By deleting amending and restating §8.12 of the Credit Agreement in its entirety the fourth (4th) sentence of §4.9 of the Credit Agreement, and by inserting in lieu thereof the followingas follows: “No such amounts Neither the Borrower, the Guarantors nor any of their Subsidiaries shall be recoverable contract, create, incur, assume or suffer to exist any Derivatives Contracts except for (i) Hedge Obligations and interest rate swap, collar, cap or similar agreements providing interest rate protection and currency swaps and currency options (including any Hedge Obligations) made in the ordinary course of business and (ii) forward equity commitments or confirmations and forward equity sale agreements (in each case regardless of whether they provide for settlement election by the seller) with customary terms (including, without limitation, being subject to the terms of a master agreement published by the International Swaps and Derivatives Association, Inc.); provided, that, to the extent that they have accrued or relate such Derviative Contracts constitute Indebtedness, such Indebtedness is permitted pursuant to a period more than one hundred eighty (180) days prior to the date of such demand (except that, if such law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof)§8.1.” (e) By inserting the following as modifying subsection (g) of §11.6 12.1 of the Credit Agreement:Agreement by inserting the text “included in Indebtedness” after the words “any Derivatives Contract” in each instance where such words appear in such subsection.