Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.

PRELIMINARY STATEMENTS. The GuarantorsBorrowers are party to (x) the First Lien Credit Agreement, the Tenants and the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement dated as of the Closing Date September 25, 2017 (as amended, extended, amended and restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, including, for time prior to the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a)date hereof, the “ABL Existing First Lien Credit Agreement”), with among the ABL Agents and Borrowers, Holdings, the lenders party thereto from time to timetime party thereto, pursuant to which such lenders have made and will make certain extensions of credit available to Credit Suisse AG, Cayman Islands Branch, as administrative agent and (y) the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement Second Lien Credit Agreement, dated as of the Closing Date September 25, 2017 (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto modified from time to time have entered into that certain Term Loan Credit Agreement dated as of prior to the Closing Date (as amendeddate hereof, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, and together with the ABL Existing First Lien Credit Agreement, the “Existing Credit Agreements”), with among the Term Loan Agent and Borrowers, Holdings, the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent. The Borrowers have entered into that certain Indenture dated as requested that, in order to repay their indebtedness under the Existing Credit Agreements and for other purposes set forth herein, upon the satisfaction in full of the Closing Date (together with the senior notes issued thereunder, and conditions precedent set forth in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a)Article IV below, the “Indenture”)Lenders (a) lend to the Lead Borrower $510,000,000 in the form of a closing date term loan facility, with (b) make available to the Indenture Trustee, pursuant Lead Borrower a $50,000,000 delayed draw term loan facility and (c) make available to which AHP Health Partners, Inc. will issue the Borrowers a $535 million aggregate principal amount 125,000,000 revolving credit facility for the making of its unsecured senior notes due 2026 on the Closing Date. The Tenants revolving loans and the Landlord are parties to issuance of letters of credit for the Master Lease, dated as account of August 4, 2015 the Borrowers and their Restricted Subsidiaries (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafterhereinafter defined), from time to time, in accordance with Section 3.1(b). In consideration of the mutual covenants and agreements herein contained, the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property parties hereto covenant and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all agree as set forth herein.follows:

PRELIMINARY STATEMENTS. The Guarantors, the Tenants Borrower and the other borrowers and credit parties party thereto from time to time certain of its Subsidiaries (as hereinafter defined) have entered into that certain ABL Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4March 31, 2015 2004, as amended by Amendment No. 1 dated as of May 5, 2005 (the “Existing Credit Agreement”) with Bank of America, as amendedadministrative agent, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior with the lenders named therein (the “Existing Lenders”) and the other parties thereto. In order to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b)finance its ongoing working capital and general corporate purposes, the “Master Lease”)Borrower has requested, pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire Lenders have agreed, to enter into this amend and restate the Existing Credit Agreement in order to set forth their relative rights with respect permit the Lenders to the assets of the Guarantors and the Tenants extend credit subject to the Liens created conditions set forth herein in the form of (a) Term Loans to the Borrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, at any time, not more than (i) $200,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by any L/C Issuer, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans provided by the Security Agreements Swing Line Lender. By execution of this Agreement, each of the Lenders shall be deemed to have assumed from each of the Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to such sale and assignment as of the Restatement Closing Date, the Commitments of and the Loan Documents, subject amount of Borrowings owing to each of the Indenture, Lenders will be set forth on Schedule 2.01. In consideration of the mutual covenants and agreements herein contained and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as satisfaction of the conditions set forth herein.in Section 4.01, the parties hereto agree to amend and restate the Existing Credit Agreement, in its entirety, as follows:

PRELIMINARY STATEMENTS. The GuarantorsBorrower is party to (i) that certain Term Loan Credit Agreement, dated as of August 7, 2023 (as amended by that certain First Amendment, dated as of November 6, 2023, that certain Assignment of Loan Documents, Resignation, Appointment and Acceptance Resignation Agreement, dated as of the date hereof, by and among Callodine Commercial Finance, LLC (“Callodine”), as resigning agent, the Tenants Administrative Agent, as successor agent, ▇▇▇▇▇▇▇▇ and the other borrowers Guarantors and credit parties party thereto that certain Assignment and Assumption Agreement, dated as of the date hereof, by and among Callodine and Coliseum (as defined in the Second Amendment) and as acknowledged and accepted by the Borrower, and as further amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time have entered into prior to the date hereof, the “Original Term Loan Credit Agreement”), among Borrower, the lenders party thereto and the Administrative Agent and (ii) that certain ABL Credit Agreement Agreement, dated as of August 7, 2023 (as amended by that certain First Amendment and Limited Waiver), dated as of November 6, 2023, that certain Assignment of Loan Documents, Resignation, Appointment and Acceptance Resignation Agreement, dated as of the Closing Date date hereof, by and among Bank of Montreal (“BMO”), as resigning agent, CSC Delaware Trust Company, as successor agent, ▇▇▇▇▇▇▇▇ and the Guarantors and that certain Assignment and Assumption Agreement, dated as of the date hereof, by and among BMO and Coliseum (as defined in the Second Amendment) and as acknowledged and accepted by ▇▇▇▇▇▇▇▇, and as further amended, amended and restated, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified in writing from time to time, including, for time prior to the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a)date hereof, the “Original ABL Credit Agreement”), with the ABL Agents among Borrower, Guarantors, CSC Delaware Trust Company, as administrative agent thereunder and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.;

PRELIMINARY STATEMENTS. The GuarantorsBorrower, the Tenants Administrative Agent, the Collateral Agent, the lenders party thereto and the other borrowers and credit parties agents party thereto from time to time have entered into that certain ABL Credit Agreement a Loan Agreement, dated as of the Closing Date May 15, 2013 (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for amended by the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a)Incremental Amendment No. 1, the “ABL Original Credit Agreement”), with the ABL Agents and under which the lenders party thereto from time thereunder agreed to timeextend certain credit facilities. The Borrower and National Processing Company, pursuant to which such lenders a Nebraska corporation and a Wholly-owned Subsidiary of the Borrower (“NPC”), have made and will make certain extensions of credit available to entered into the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement Transaction Agreement, dated as of May 12, 2014 (together with the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a)exhibits and disclosure schedules thereto, the “ABL Security Acquisition Agreement”), made by the Guarantorswith, the Tenants and the other grantors thereunder in favor of the ABL Agentsinter alios, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated MPS Holding Corp. (formerly known as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(aSLP III Quicksilver Feeder Corp.), a Delaware corporation (the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit AgreementsTarget Corporation”), with the Term Loan Agent and the lenders party thereto from time to timeMercury Payment Systems, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date LLC, a Delaware limited liability company (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security AgreementsTarget Company”), made by the Guarantorsand SLP III Quicksilver Feeder I, the Tenants and the other grantors thereunder in favor of the Term Loan AgentL.P., the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date a Delaware limited partnership (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master LeaseSeller”), pursuant to which (i) NPC will purchase the Landlord leased capital stock of the Target Corporation and (ii) Mars Merger Sub, LLC, a Delaware limited liability company and a Wholly-owned Subsidiary of NPC (“Merger Sub”), will merge with and into the Target Company, with the Target Company surviving such merger as a Wholly-owned Subsidiary of NPC (collectively, the “Mercury Acquisition”). In connection with the Mercury Acquisition, the Borrower has requested, and the Lenders have agreed to amend and restate the Original Credit Agreement on the terms and conditions contained herein and pursuant to the Tenants certain real property and real property interests described Restatement Agreement. In consideration of the mutual agreements set forth in the Master Leasethis Agreement, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire parties to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all agree as set forth herein.follows:

PRELIMINARY STATEMENTS. The GuarantorsBorrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Tenants Lenders (a) lend to the Borrower $200,000,000 in the form of a term loan A and $250,000,000 in the other borrowers form of a term loan B. and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will b) make certain extensions of credit available to the Tenants Borrower a $75,000,000 revolving credit facility for the making of revolving loans and other the issuance of letters of credit parties thereunder. Pursuant to that certain Security Agreement dated as for the account of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafterBorrower, from time to time, in accordance the proceeds of which term loans and revolving loans shall be used (i) to refinance and redenominate, contemporaneously with Section 3.1(b)the making of the term loan advances hereunder, all indebtedness outstanding under that certain Credit Agreement, dated as of November 20, 2003, made by and among Holdings, the Borrower, the Administrative Agent, each lender from time to time party thereto and certain others, as such Credit Agreement has been amended pursuant to Amendment No. 1 to Credit Agreement dated as of September 17, 2004, Amendment No. 2 to Credit Agreement dated as of May 18, 2005, and Amendment No. 3 to Credit Agreement dated as of November 22, 2005 (as so amended, the “Master LeaseExisting Credit Agreement”), (ii) to pay fees and expenses incurred in connection with the implementation of the credit facilities pursuant hereto (such payment of fees and expenses, together with the refinancing and redenomination of the credit facilities under the Existing Credit Agreement, hereinafter the “Transaction”), (iii) to which provide ongoing working capital for the Landlord leased Borrower and its Subsidiaries, and (iv) for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower has requested that the Lenders amend and restate the Existing Credit Agreement to the Tenants certain real property provide a term A loan facility, a term B loan facility and real property interests described in the Master Leasea revolving credit facility, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire Lenders have indicated their willingness to enter into this Agreement so amend and restate, and to set forth their relative rights with respect to the assets of the Guarantors so lend, and the Tenants subject L/C Issuers (as defined below) have indicated their willingness to issue letters of credit, in each case, on the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as conditions set forth herein.. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Guarantors, the Tenants Company and the other borrowers and credit Stockholder Parties are parties party thereto from time to time have entered into (i) that certain ABL Credit Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. ▇▇▇▇-▇▇▇▇▇ Corporation, a Delaware corporation (“Parent”), ▇▇▇▇-▇▇▇▇▇ (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the Closing Date date hereof (as amended, extended, restated, it may be amended or supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the ABL Agents Merger Agreement and the lenders party thereto transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which such lenders have made which, upon the terms and will make certain extensions of credit available subject to the Tenants conditions thereof, each Stockholder Party and each such other credit parties thereunderindividual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. Pursuant In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to that certain Security Agreement enter into a Registration Rights Agreement, dated as of the Closing Date date hereof (as amended, restated, it may be amended or supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security New Registration Rights Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which which, upon the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Leaseconditions thereof, and Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into certain other agreements relating theretothe Merger Agreement and the New Registration Rights Agreement, all as Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The GuarantorsBorrower, Holdings, the Tenants other Guarantors party thereto, certain Lenders party thereto, the Administrative Agent and the other borrowers and credit parties thereto are party thereto from time to time have entered into that certain ABL Credit Agreement Agreement, dated December 24, 2012, as of the Closing Date amended and restated on January 22, 2013, as further amended and restated on February 25, 2013 and as further amended on September 17, 2013 (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Existing Credit Agreement”), with the ABL Agents and the lenders party parties thereto from time desire to time, pursuant to which such lenders have made amend the Existing Credit Agreement on and will make certain extensions of credit available subject to the Tenants terms and other credit parties thereunderconditions set forth herein and in the Amendment No. Pursuant to that certain Security Agreement 3 dated as of the Closing Amendment No. 3 Effective Date (“Amendment No. 3”). The Existing Credit Agreement, as amended and restated pursuant to Amendment No. 1, and as further amended, restated, supplemented or otherwise modifiedsupplemented, renewed or replaced from time waived, replaced, is referred to timeherein as, in each case, in accordance with Section 3.1(a), the this “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as Amendment No. 1 (i) a tranche of the Closing Date term loans were hereby created (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Refinanced New Term Loan Security Agreement” and, together with Loans”) in an aggregate principal amount equal to the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced Term Loans outstanding immediately prior to the Closing Second Restatement Date and(the “Original Term Loans”), thereafter, from time (ii) additional Term Loans pursuant to time, Section 2.20(b) of the Existing Credit Agreement were hereby created on the Second Restatement Date in accordance an aggregate principal amount of $60,000,000 (the “Incremental New Term Loans,” and together with Section 3.1(b)the Refinanced New Term Loans, the “Master LeaseNew Term Loans”) and (iii) Lenders opting to do so exchanged Original Term Terms (“Exchange”), for like principal amounts of New Term Loans or, for those Lenders not opting to participate in the Exchange, the Borrower repaid in full the Original Term Loans of such non-exchanging Lenders (the “Repayment”). After giving effect to the Exchange and Repayment on the Second Restatement Effective Date, all Original Term Loans were terminated. Pursuant to Amendment No. 3, (i) a commitment shall be created on the Amendment No. 3 Effective Date to provide Amendment No. 3 Delayed Draw Term Loans in an aggregate principal amount equal to the aggregate principal amount of Term B-1 Loans outstanding immediately prior to the Amendment No. 3 Effective Date, (ii) additional Term Loans pursuant to which Section 2.20(b) of the Landlord leased Existing Credit Agreement shall be created on the Amendment No. 3 Effective Date in an aggregate principal amount of $155,000,000 (the “Amendment No. 3 Incremental Term Loans”) and shall be used to partially finance the Transactions, (ii) Amendment No .3 Cashless Option Lenders shall exchange Term B-1 Loans for like principal amounts of Amendment No. 3 Delayed Draw Term Loans on the Amendment No. 3 Delayed Draw Effective Date (the “Amendment No. 3 Exchange”), (iii) the Borrower shall repay Term B-1 Loans not otherwise repaid in the Amendment No. 3 Exchange with proceeds of Amendment No. 3 Delayed Draw Term Loans from the Amendment No. 3 Delayed Draw Term Lenders on the Amendment No. 3 Delayed Draw Effective Date (the “Amendment No. 3 Repayment”) and (iv) certain other provisions of the Existing Credit Agreement shall be amended as reflected herein. After giving effect to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon Amendment No. 3 Exchange and the fixtures located thereon or affixed theretoAmendment No. 3 Repayment on the Amendment No. 3 Delayed Draw Effective Date, (i) all Term B-1 Loans will be terminated and (ii) it is intended that the Amendment No. 3 Incremental Term Loans and Amendment No. 3 Delayed Draw Term Loans shall trade as a single Class of Term Loans and for the avoidance of doubt are referred to herein as the Term B-2 Loans. The Creditors desire Lenders have indicated their willingness to enter into this Agreement to set forth their relative rights with respect to lend on the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as conditions set forth herein.. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The GuarantorsPrior to the date hereof, the Tenants Company has formed Beta Sub, Inc., a Delaware corporation, a direct wholly-owned domestic subsidiary of the Company (“Merger Sub 1”) and Merger Sub 2, a direct wholly-owned domestic subsidiary of the other borrowers and credit parties party thereto from time Company. On the Closing Date, pursuant to time have entered into that certain ABL Credit Agreement and Plan of Merger, dated as of March 14, 2019 (together with the exhibits and disclosure schedules thereto, as amended, modified, supplemented or waived, the “Merger Agreement”), among the Company, Merger Sub 1, Merger Sub 2, HC Group Holdings II, Inc., a Delaware corporation (“Omega”), HC Group Holdings I, LLC, a Delaware limited liability company (“Omega Parent”), and HC Group Holdings III, Inc., a Delaware corporation (“Omega III”) (solely for purposes of Section 7.3(b) thereof), (A) Merger Sub 1 merged with and into Omega with Omega as the surviving entity and (B) Omega merged with and into Merger Sub 2, with Merger Sub 2 surviving such merger (such mergers collectively referred to herein as the “Merger”). The Initial Borrower has requested that, in connection with and immediately after the consummation of the Merger and the effectiveness of this Agreement, the Lenders extend credit to the Initial Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of $925,000,000. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at Omega and its Subsidiaries and the Company and its Subsidiaries, (ii) the proceeds of the ABL Revolving Loans made on the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, extent permitted in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, ) and (iii) the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as proceeds of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, Second Lien Notes in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million an initial aggregate principal amount of its unsecured senior notes due 2026 $400,000,000 under the Second Lien Notes Indenture, will be used on the Closing Date. The Tenants and Date by the Landlord are parties Borrowers (a) to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to consummate the Closing Date andRefinancing, thereafter, from time (b) to time, in accordance with Section 3.1(b), pay the “Master Lease”), pursuant Transaction Expenses and (c) to which the Landlord leased to the Tenants certain real property finance upfront fees and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights original issue discount with respect to the assets of Facilities. The Lenders have indicated their willingness to lend on the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as conditions set forth herein.. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time have Borrower has entered into that certain ABL Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Second Amended and Restated Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4October 7, 2015 2010 (the “Existing Credit Agreement”) with Bank of America, N.A., as amendedadministrative agent, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior the lenders named therein (the “Existing Lenders”) and the other parties thereto. Pursuant to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b)Bushnell Stock Purchase Agreement, the “Master Lease”)Borrower has agreed to purchase all of the equity interests of Bushnell from MidOcean Bushnell Holdings, pursuant L.P., a Delaware limited partnership. In order to which finance the Landlord leased Bushnell Acquisition and to the Tenants certain real property finance its ongoing working capital and real property interests described in the Master Leasegeneral corporate purposes, the improvements located thereon Borrower has requested, and the fixtures located thereon or affixed thereto. The Creditors desire Lenders have agreed, to enter into this further amend and restate the Existing Credit Agreement in order to set forth their relative rights with respect permit the Lenders to the assets of the Guarantors and the Tenants extend credit subject to the Liens created conditions set forth herein in the form of (a) Term Loans to the Borrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, at any time, not more than (i) $300,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the Security Agreements L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans provided by the Swing Line Lenders. By execution of this Agreement, each of the Lenders shall be deemed to have assumed from each of the Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to such sale and assignment as of the Restatement Closing Date, the Commitments of and the Loan Documents, subject amount of Borrowings owing to each of the Indenture, Lenders will be set forth on Schedule 2.01. In consideration of the mutual covenants and agreements herein contained and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as satisfaction of the conditions set forth herein.in Section 4.01, the parties hereto agree to amend and restate the Existing Credit Agreement, in its entirety, as follows:

PRELIMINARY STATEMENTS. The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time have Borrower has entered into that certain ABL a Credit Agreement dated as of the Closing Date December 28, 2004 (said Agreement, as it may hereafter be amended, extended, amended and restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), being the “ABL Credit Agreement”), ) with the ABL Agents Lender Parties and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunderAgents (each as defined therein). Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time Grantors are entering into this Agreement in order to time, pursuant to which such lenders have made an extension of credit available grant to the borrowers thereunder. Pursuant to that certain Security Agreement dated as Collateral Agent for the ratable benefit of the Closing Date Secured Parties a security interest in the Collateral (as amended, restated, supplemented hereinafter defined). Each Grantor is the owner of the shares of stock or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), other Equity Interests (the “Term Loan Security Agreement” and, together with Initial Pledged Equity”) set forth opposite such Grantor’s name on and as otherwise described in Part I of Schedule II hereto and issued by the ABL Security Agreement, Persons named therein and of the indebtedness (the “Security AgreementsInitial Pledged Debt”), made ) set forth opposite such Grantor’s name on and as otherwise described in Part II of Schedule II hereto and issued by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateralobligors named therein. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafterEach Grantor may, from time to time, in accordance with Section 3.1(b), have security entitlements (the “Master LeasePledged Security Entitlements”) with respect to financial assets (the “Pledged Financial Assets”) that are credited from time to time to its securities accounts (each, a “Securities Account”). Each Grantor may, from time to time, have rights in and to commodity contracts (the “Pledged Commodity Contracts”) that are carried from time to time in its commodities accounts (each, a “Commodity Account”). The Borrower has opened a collateral deposit account, Account No. 2000022994286 (the “Collateral Account”), pursuant to which with the Landlord leased to the Tenants certain real property and real property interests described Collateral Agent at its office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets name of the Guarantors Collateral Agent and under the Tenants subject to sole control and dominion of the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, Collateral Agent and subject to the Master Leaseterms of this Agreement. The Borrower has opened a l/c collateral deposit account, Account No. 2000022994273 (the “L/C Collateral Account”), with the Collateral Agent at its office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, in the name of the Collateral Agent and under the sole control and dominion of the Collateral Agent and subject to enter the terms of this Agreement. The Borrower has opened or may hereafter open a cash concentration deposit account (the “Cash Concentration Account”) with Collateral Agent at its office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, in the name of the Borrower and under the sole dominion and control of the Collateral Agent and subject to the terms of this Agreement. Each Grantor has opened and in the future may open other deposit accounts (the “Other Deposit Accounts”) with banks, in the name of the Borrower and subject to the terms of this Agreement. The Borrower is the beneficiary under certain letters of credit. It is a condition precedent to the making of Advances and the issuance of Letters of Credit by the Lender Parties under the Credit Agreement and the entry into certain other agreements relating thereto, all as set forth hereinSecured Hedge Agreements by the Hedge Banks from time to time that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement. Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents and the Secured Hedge Agreements.

PRELIMINARY STATEMENTS. The GuarantorsBorrower, the Tenants The Bank of Nova Scotia, as Administrative Agent, Swing Line Lender and an L/C Issuer and the other borrowers and credit parties party thereto Lenders from time to time have party thereto entered into that certain ABL Credit Agreement Agreement, dated as of the Closing Date (as amendedJune 23, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date 2015 (as amended, restated, extended, supplemented or otherwise modified, renewed or replaced modified in writing from time to timetime prior to the date hereof, the “Credit Agreement;” the terms defined therein being used herein as therein defined); The Borrower has requested (i) a waiver to the Credit Agreement to cure all Defaults and Events of Default that have arisen out of or otherwise resulted from the failure by the Borrower to make (a) interest payments on the Loans in compliance with Section 2.08 of the Credit Agreement and the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement for the period beginning on February 2, 2016, and ending on February 2, 2017 (inclusive) (the “Default Period”), (b) commitment fee payments with respect to the Revolving Credit Facility in compliance with Section 2.09(a) of the Credit Agreement and the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement for the Default Period and (c) payments of Letter of Credit Fees in compliance with Section 2.03(i) of the Credit Agreement and the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement for the Default Period and (ii) an amendment to Exhibit C to the Credit Agreement as further described herein; and The Borrower, the Lenders party hereto and the Administrative Agent have agreed that such Defaults and Events of Default shall be waived and Exhibit C shall be amended, in each case, as provided in accordance with Section 3.1(a)1 hereof, upon the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as conditions set forth hereinherein and effective as of the Waiver Effective Date.

PRELIMINARY STATEMENTS. The GuarantorsOriginator now owns, the Tenants and the other borrowers and credit parties party thereto from time to time have entered into hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell the Receivables, together with the Related Security and Collections with respect thereto, to JWPR Corporation pursuant to that certain ABL Credit Receivables Sale Agreement dated as of the Closing Date (as amendedMarch 2, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date 2001 (as amended, restated, supplemented or otherwise modified, renewed or replaced modified from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Sale Agreement”). Following the purchase of Receivables from Buyer, made by JWPR Corporation will sell undivided interests therein and in the Guarantors, the Tenants associated Related Security and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time Collections pursuant to time have entered into that certain Term Loan Credit Receivables Purchase Agreement dated as of the Closing Date March 2, 2001 (as amended, extendedsupplemented, restated, supplemented restated or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, in each casethe “Purchase Agreement”) among JWPR Corporation, in accordance with Section 3.1(aFalcon Asset Securitization Corporation (including its assigns and successors, “FALCON”), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto financial institutions from time to time have entered into that certain Indenture dated party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Closing Date Purchase Agreement, as agent for FALCON and such Financial Institutions (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a)such capacity, the “IndentureAgent”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.

PRELIMINARY STATEMENTS. The GuarantorsOn the Initial Restatement Date, the Tenants and the other borrowers and credit parties party thereto from time to time have Borrower entered into that certain ABL Amended and Restated Credit Agreement Agreement, dated as of the Closing Date (as amendedFebruary 1, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date 2016 (as amended, restated, supplemented amended and restated or otherwise modifiedmodified from time to time prior to the date hereof, renewed the “Existing Credit Agreement”) among the Borrower, the several Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Lender and L/C Issuer, and the other agents party thereto, under which the Lenders party thereto made or replaced continued, as applicable, (i) Term A Loans in an initial aggregate principal amount of $295,500,000 (the “Initial Term A Loans”), (ii) Tranche A-1 Term Loans in an initial aggregate principal amount of $190,000,000 (the “Initial A-1 Term Loans”), (iii) Tranche A-2 Term Loans in an initial aggregate principal amount of $1,025,000,000 (the “Initial Tranche A-2 Term Loans”, and together with the Initial A-1 Term Loans, the “Initial Tranche A-1 Term Loans”), and (iv) available Revolving Credit Commitments in an initial aggregate principal amount of $900,000,000 (collectively, the “Existing Credit Facilities”). The Revolving Credit Facility included one or more Swing Line Loans and one or more Letters of Credit from time to time, in each case, in accordance with Section 3.1(a), . The parties hereto have agreed to amend and restate that Existing Credit Agreement to provide for (a) an amendment and extension of the “ABL Security Agreement”), made Existing Credit Facilities and (b) certain other amendments to the terms hereof as agreed by the Guarantors, the Tenants Borrower and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants Lenders party hereto and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as further set forth herein.. Capitalized terms used in the Preliminary Statements and not defined herein shall have the meanings specified in Section 1.01. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The GuarantorsOn the Initial Restatement Date, the Tenants and the other borrowers and credit parties party thereto from time to time have Borrower entered into that certain ABL Amended and Restatedthe 2017 Credit Agreement Agreement, dated as of the Closing Date (as amendedFebruary 1, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date 2016 (as amended, restated, supplemented amended and restated or otherwise modifiedmodified from time to time prior to the date hereof, renewed the “Existing Credit Agreement”) among the Borrower, the several Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Lender and L/C Issuer, and the other agents party thereto (as defined below), under which the Lenderslenders party thereto made or replaced continued, as applicable, (i) Term A Loans in an initial aggregate principal amount of $295,500,000500,000,000 (the “Initial 2017 Term A Loans”), (ii) Tranche A-1 Term Loans in an initial aggregate principal amount of $190,000,000900,000,000 (the “Initial 2017 A-1 Term Loans”), and (iii) Tranche A-2 Term Loans in an initial aggregate principal amount of $1,025,000,000 (the “Initial Tranche A-2 Term Loans”, and together with the Initial A-1 Term Loans, the “Initial Tranche A-1 Term Loans”), and (iv) available Revolving Credit Commitments in an initial aggregate principal amount of $900,000,000750,000,000 (collectively, the “Existing 2017 Credit Facilities”). The Revolving Credit Facility included one or more Swing Line Loans and one or more Letters of Credit from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan CollateralAmendment No. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease3, dated as of August 4, 2015 March 26 2021 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master LeaseAmendment No. 3”), pursuant by and among the Borrower, the Guarantors party thereto, the Administrative Agent, the L/C Issuer party thereto and the Lenders party thereto, the The parties heretothereto have agreed to which amend and restate thatthe Existing Credit Agreement (as defined below) to provide for (a) an amendment and extension of the Landlord leased Existing Credit Facilities and (b) certain other amendments to the Tenants certain real property and real property interests described in terms hereof as agreed by the Master Lease, the improvements located thereon Borrower and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors Lenders party hereto and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as further set forth herein.. Capitalized terms used in the Preliminary Statements and not defined herein shall have the meanings specified in Section 1.01. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Guarantors, the Tenants Company and the other borrowers and credit Stockholder Parties are parties party thereto from time to time have entered into (i) that certain ABL Credit Termination and Voting Agreement (the "Old Voting Agreement") and (ii) that certain Registration Rights Agreement (the "Old Registration Rights Agreement"), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Kerr-McGee Corporation, a Delaware corporation ("Parent"), Kerr-McGee (▇▇▇▇▇▇) ▇LC, a Nevada limited liability company and wholly-▇▇▇▇▇ ▇▇▇sidiary of Parent ("Merger Sub"), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the Closing Date date hereof (as amended, extended, restated, it may be amended or supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a"Merger Agreement"), pursuant to which, upon the “ABL Credit Agreement”terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the "Merger"), . In connection with the ABL Agents Merger Agreement and the lenders party thereto transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the "New Voting Agreements"), pursuant to which such lenders have made which, upon the terms and will make certain extensions of credit available subject to the Tenants conditions thereof, each Stockholder Party and each such other credit parties thereunderindividual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. Pursuant In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to that certain Security Agreement enter into a Registration Rights Agreement, dated as of the Closing Date date hereof (as amended, restated, it may be amended or supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security "New Registration Rights Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”"), pursuant to which which, upon the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Leaseconditions thereof, and Parent will grant certain registration rights to the other parties thereto with respect to such parties' respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into certain other agreements relating theretothe Merger Agreement and the New Registration Rights Agreement, all as Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The GuarantorsIssuer will issue (a) the TFC 2.95% Asset Backed Notes, Series 2002-2 (the Tenants and "Notes") pursuant to the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement Indenture, dated as of October 9, 2002, among the Closing Date Insurer, the Issuer and ▇▇▇▇▇ Fargo as Trustee and Trust Collateral Agent (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as same may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto modified from time to time have entered into that certain Term Loan Credit Agreement in accordance with its terms and the terms hereof the "Indenture") and (b) a certificate (the "Certificate") pursuant to the Trust Agreement, dated as of October 9, 2002, between Wilmington Trust Company as owner trustee (together with its successors and assigns, in such capacity, the Closing Date "Owner Trustee") and TFCRC VI as depositor (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as same may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto modified from time to time have entered into that in accordance with its terms and the terms hereof, the "Trust Agreement"). Pursuant to the Indenture, the Issuer will grant to the Trust Collateral Agent for the benefit of the Trustee on behalf of the Noteholders and Radian, to secure repayment of the Notes (and other related amounts), a security interest in collateral consisting of all of the Issuer's right, title and interest in, to and under a pool of receivables, including, among other types of receivables, receivables of retail installment sale contracts secured by the financed vehicles and certain other assets and rights, all as more fully set forth in the Indenture (the "Collateral"). Such receivables and related assets constituting a part of the Collateral are being sold to the Issuer pursuant to the Sale and Servicing Agreement, dated as of October 9, 2002, among the Closing Date Issuer, TFCRC VI as seller (together with the senior notes issued thereunder"Seller"), the Servicer, Radian, the Trust Collateral Agent, the Back-up Servicer and in each case the Successor Servicer (as the same may be amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, in each case, time in accordance with Section 3.1(a)its terms and the terms hereof, the “Indenture”"Sale and Servicing Agreement"), with the Indenture Trustee, pursuant ; and Radian is authorized to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described transact a financial guaranty insurance business in the Master Lease, the improvements located thereon State of New York and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documentshas agreed, subject to the Indentureterms and conditions of this Insurance Agreement, and subject to issue to the Master LeaseTrustee, for the benefit of the Noteholders, a financial guaranty insurance policy substantially in the form of Exhibit A hereto (the "Policy"); and The parties hereto, among other things, desire to specify the conditions precedent to the issuance by Radian of the Policy, the obligations of the Issuer, the Servicer, the Back-up Servicer, the P.O. Box Owner, the Successor Servicer, TFC and TFCRC VI, as applicable, to make payments in respect of premiums, reimbursement obligations and other amounts relating to the Policy, and to enter into perform certain other agreements relating obligations in respect of the issuance of the Policy, and to provide for certain other matters related thereto, all as set forth herein.

PRELIMINARY STATEMENTS. The GuarantorsBorrower, Bright Horizons Capital Corp., the Tenants Lenders, and the other borrowers JPMorgan Chase Bank, N.A., as Administrative Agent and credit L/C Issuer are parties party thereto from time to time have entered into that certain ABL Credit Agreement originally dated as of the Closing Date January 30, 2013 (as amendedamended and restated as of November 7, extended2016, restatedas amended by the Amendment Agreement, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of May 8, 2017, the Closing Date (Amendment to Credit Agreement, dated as of November 30, 2017, the Third Amendment to Credit Agreement, dated as of May 31, 2018, the Fourth Amendment to Credit Agreement, dated as of April 24, 2020, the Fifth Amendment to Credit Agreement, dated as of May 7, 2020 and the Sixth Amendment to Credit Agreement, dated as of May 26, 2021 and as further amended, restated, supplemented or otherwise modified, renewed or replaced from time modified prior to time, in each case, in accordance with Section 3.1(a)the date hereof, the “ABL Security Existing Credit Agreement”). The Borrower, made by the GuarantorsBright Horizons Capital Corp., the Tenants Lenders, and the other grantors thereunder in favor of the ABL AgentsJPMorgan Chase Bank, the ABL Lender Obligations are secured by the Loan Collateral. The GuarantorsN.A., the Tenants as Administrative Agent and the other credit parties party thereto from time to time L/C Issuer, have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Amendment Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4November 23, 2015 2021 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease2021 Amendment Agreement”), pursuant to which (i) certain lenders agreed to make certain term loans (“2021 Term B Loans”) constituting Other Term Loans in an aggregate principal amount of $600,000,000 on the Landlord leased 2021 Effective Date (as defined below), (ii) the Term A Lenders (as defined below) agreed to make Term A Loans (as defined below) in an aggregate principal amount of $400,000,000 on the Tenants certain real property 2021 Effective Date (iii) the Borrower agreed to use the proceeds of such 2021 Term B Loans and real property interests described Term A Loans, together with cash on hand, to prepay in full the outstanding principal amount of the Existing Term B Loans (as defined in the Master Lease2021 Amendment Agreement), together with any accrued but unpaid interest, and to pay related fees and expenses and (iv) the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documentsparties thereto have agreed, subject to the Indentureterms and conditions thereof, to amend and subject restate the Existing Credit Agreement to be in the Master Leaseform hereof. As of the 2021 Effective Date, the Existing Credit Agreement is amended and to enter into certain other restated in the form of this Agreement in accordance with the 2021 Amendment Agreement. In consideration of the mutual covenants and agreements relating theretoherein contained, all the parties hereto covenant and agree as set forth herein.follows:

PRELIMINARY STATEMENTS. The GuarantorsPrior to the Closing Date, the Tenants Company had formed Beta Sub, Inc., a Delaware corporation, a direct wholly-owned domestic subsidiary of the Company (“Merger Sub 1”) and Merger Sub 2, a direct wholly-owned domestic subsidiary of the other borrowers and credit parties party thereto from time Company. On the Closing Date, pursuant to time have entered into that certain ABL Credit Agreement and Plan of Merger, dated as of March 14, 2019 (together with the Closing Date (exhibits and disclosure schedules thereto, as amended, extended, restatedmodified, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a)waived, the “ABL Merger Agreement”), among the Company, Merger Sub 1, Merger Sub 2, HC Group Holdings II, Inc., a Delaware corporation (“Omega”), HC Group Holdings I, LLC, a Delaware limited liability company (“Omega Parent”), and HC Group Holdings III, Inc., a Delaware corporation (“Omega III”) (solely for purposes of Section 7.3(b) thereof), (A) Merger Sub 1 merged with and into Omega with Omega as the surviving entity and (B) Omega merged with and into Merger Sub 2, with Merger Sub 2 surviving such merger (such mergers collectively referred to herein as the “Merger”). On the Closing Date, the Initial Borrower had requested that, in connection with and immediately after the consummation of the Merger and the effectiveness of this Agreement as of such date (such agreement as in effect immediately prior to the Amendment No. 1 Effective Date, the “ExistingOriginal Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of Lenders extend credit available to the Tenants and other Initial Borrower in the form of an asset-based revolving credit parties thereunderfacility established hereunder with initial commitments of $150,000,000. Pursuant to that certain Security Agreement dated as The proceeds of the Closing Date Initial Revolving Borrowing (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, the extent permitted in accordance with Section 3.1(a), the definition of the term “ABL Security AgreementPermitted Initial Revolving Credit Borrowing Purposes”), made by together with (i) a portion of the Guarantors, the Tenants cash on hand at Omega and its Subsidiaries and the other grantors thereunder in favor Company and its Subsidiaries, (ii) the proceeds of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, First Lien Loans in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million initial aggregate principal amount of its unsecured senior notes due 2026 $925,000,000 and (iii) the proceeds of the Second Lien Notes in an initial aggregate principal amount of $400,000,000 under the Second Lien Notes Indenture, were used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and OID with respect to the Facilities. In addition, Letters of Credit may be issued on the Closing Date to backstop or replace existing letters of credit, guarantees and performance and similar bonds outstanding on the Closing Date. The Tenants Lenders have indicated their willingness to lend and the Landlord are parties Issuing Banks indicated their willingness to so issue Letters of Credit, in each case, on the terms and subject to the Master Leaseconditions set forth herein. The Parent Borrower, the Administrative Agent and the Lenders party thereto have entered into that certain First Amendment to ABL Credit Agreement (“Amendment No. 1”) dated as of October 5, 2020 (the “Amendment No. 1 Effective Date”) amending this Agreement as of such date and pursuant to which (i) the Total Revolving Credit Commitments under this Agreement immediately prior to the Amendment No. 1 Effective Date increased from $150,000,000 to $175,000,000 and (ii) each 2020 Incremental Lender agreed to provide its 2020 Incremental Revolving Credit Commitment, in each case subject to the terms and conditions provided therein and herein. The Parent Borrower, the Administrative Agent and the Lenders party thereto have entered into that certain Second Amendment to ABL Credit Agreement (“Amendment No. 2”) dated as of January [ ]21, 2021 (the “Amendment No. 2 Effective Date”) amending this Agreement as of such date to, among other things, permit the incurrence of additional debt under the First Lien Credit Agreement, dated as of August 46, 2015 (as amended2019, extendedamong HC Group Holdings II, restatedLLC, supplemented or otherwise modifieda Delaware limited company, renewed, refinanced or replaced prior to the Closing Date and, thereafter, other parties from time to time, in accordance with Section 3.1(b)time party thereto, the “Master Lease”)Lenders (as defined therein) from time to time party thereto, and the Agent. The Second Lien Notes oustanding as of the Amendment No. 2 Effective Date were satisfied and discharged in full pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth hereinSecond Amendment Redemption.

PRELIMINARY STATEMENTS. The GuarantorsBorrower intends to acquire, directly or indirectly through one or more subsidiaries (the “Acquisition”), (i) all of the equity interests of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Management, LLC (“KMR”) that are currently not owned, directly or indirectly, by the Borrower and (ii) all of the limited partnership interests of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. (“KMP”) and El Paso Pipeline Partners, L.P. (“EPB”, and together with KMR and KMP, the Tenants and “Acquired Entities”) that are not currently owned, directly or indirectly, by the other borrowers and credit parties party thereto from time Borrower. The Acquisition shall be consummated pursuant to time have entered into (i) that certain ABL Credit Agreement and Plan of Merger, dated as of the Closing Date (as amendedAugust 9, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt2014, by and among the Borrower, EPB, El Paso Pipeline GP Company, L.L.C. and E Merger Sub LLC (the “EPB Merger Agreement”) pursuant to which EPB shall be the surviving entity and a cash flow revolving credit facilitywholly-owned subsidiary of the Borrower, in each case(ii) that certain Agreement and Plan of Merger, in accordance dated as of August 9, 2014, by and among the Borrower, KMR, KMP, Kinder ▇▇▇▇▇▇ ▇.▇., Inc. and P Merger Sub LLC (the “KMP Merger Agreement”) pursuant to which KMP shall be the surviving entity and a wholly-owned subsidiary of the Borrower, and (iii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, KMR, and R Merger Sub LLC (the “KMR Merger Agreement” and, together with Section 3.1(a)the EPB Merger Agreement and the KMP Merger Agreement, the “ABL Merger Agreements”) pursuant to which KMR shall be the surviving entity and a wholly-owned subsidiary of the Borrower. In connection with the consummation of the Acquisition the Borrower intends to replace (i) the revolving facility set forth in the Credit Agreement”), with dated as of May 6, 2014, by and among the ABL Agents and Borrower, the lenders party thereto from time to time, pursuant to which such lenders have made Barclays Bank PLC, as administrative agent and will make certain extensions of credit available to collateral agent, and the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date party thereto (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Existing Credit Agreement”), made by (ii) the Guarantorsfacilities set forth in the Credit Agreement, the Tenants dated as of May 1, 2013, among KMP, ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent and the other grantors thereunder lenders and agents party thereto (the “KMP Credit Agreement”) and (iii) the facilities set forth in favor the Credit Agreement, dated May 27, 2011, among El Paso Pipeline Partners Operating Company, L.L.C., Wyoming Interstate Company, L.L.C., EPB, Bank of the ABL AgentsAmerica, the ABL Lender Obligations are secured by the Loan Collateral. The GuarantorsN.A., the Tenants as administrative agent, and the other lenders and letter of credit parties party thereto issuers from time to time have entered into that certain Term Loan parties thereto (the “EPB Credit Agreement dated Agreement”) with the proceeds of borrowings under the Commitments (as defined below). The Borrower intends to finance a portion of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, cost of the Acquisition and the fees and expenses incurred in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together connection with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent foregoing and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that refinance certain Security Agreement dated as indebtedness of the Closing Date Borrower with (as amended, restated, supplemented or otherwise modified, renewed or replaced from time A) the proceeds of the issuance of up to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made $5,000,000,000 of debt securities by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date Borrower (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.the

PRELIMINARY STATEMENTS. The Guarantors(a) Capstone Pennsylvania, the Tenants as lessor, and the other borrowers and credit parties party thereto from time to time have ECO Harrisburg, as lessee, entered into that certain ABL Credit Lease Agreement dated as of the Closing Date March 28, 1997, which was assigned and assumed by Senior Care Operators, L.L.C., a Delaware limited liability company (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a"SCO"), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made an Assignment and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Assumption Agreement dated as of the Closing Date December 30, 1997, which was subsequently amended and assigned by SCO and assumed by ECO Harrisburg pursuant to an Assignment, Assumption and Amendment to Lease dated as of February 6, 1998 (as amendedamended and assigned, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(athe "Harrisburg Lease"), for the “ABL Security Agreement”lease of an assisted living facility in Harrisburg, Dauphin County, Pennsylvania (the "Harrisburg Facility"). (b) HRIAC's predecessor-in-interest, made by the GuarantorsCapstone Capital Corporation, the Tenants as lessor, and the other grantors thereunder in favor of the ABL AgentsECO Ravenna, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantorsas lessee, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Lease Agreement dated as of the Closing Date March 28, 1997, which was assigned and assumed by SCO pursuant to an Assignment and Assumption Agreement dated as of December 30, 1997, which was subsequently amended and assigned by SCO and assumed by ECO Ravenna pursuant to an Assignment, Assumption and Amendment to Lease dated as of February 6, 1998, (as amendedamended and (c) Capstone Pennsylvania, extendedas lessor, and ALCO Hampden, as lessee, entered into that certain Lease Agreement dated as of September 30, 1997, as amended and restated by that certain First Amended and Restated Lease dated as of September 30, 1998 (as amended and restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(athe "Hampden Lease"), for the “Term Loan Agreement” lease of an assisted living facility in Hampden Township, Cumberland County, Pennsylvania (the "Hampden Facility"). (d) Capstone Virginia, as lessor, and ALCO Danville, as lessee, entered into that certain Lease Agreement dated as of June 15, 1998 (the "Danville Lease"), for the lease of an assisted living facility in Danville, Pittsylvania County, Virginia (the "Danville Facility"). (e) Capstone Virginia, as lessor, and ALCO Harrisonburg, as lessee, entered into that certain Lease Agreement dated as of June 15, 1998 (the "Harrisonburg Lease"), for the lease of an assisted living facility in Harrisonburg, Rockingham County, Virginia (the "Harrisonburg Facility"). (f) Capstone Virginia, as lessor, and ALCO Roanoke, as lessee, entered into that certain Lease Agreement dated as of June 15, 1998 (the "Roanoke Lease"), for the lease of an assisted living facility in Roanoke, Roanoke County, Virginia (the "Roanoke Facility"). (g) HRIAC's predecessor-in-interest, Capstone Capital Corporation, as lessor, and First Assignor entered into that certain Lease Agreement dated as of March 28, 1997, which was assigned and assumed by SCO pursuant to an Assignment and Assumption Agreement dated December 30, 1997, which was subsequently amended and assigned by SCO and assumed by ECO Greensboro pursuant to an Assignment, Assumption and Amendment of Lease Agreement dated February 6, 1998 (as amended and assigned, the "Greensboro Lease" and, together with the ABL Credit AgreementHarrisburg Lease, the “Credit Agreements”Ravenna Lease, the Hampden Lease, the Danville Lease, the Harrisonburg Lease and the Roanoke Lease, the "Leases"), with for the Term Loan Agent and lease of an assisted living facility located in the lenders party thereto from time to timeGuilford County, pursuant to which such lenders have made an extension of credit available to Greensboro, North Carolina (the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” "Greensboro Facility" and, together with the ABL Security AgreementHarrisburg Facility, the “Security Agreements”Ravenna Facility, the Hampden Facility, the Danville Facility, the Harrisonburg Facility and the Roanoke Facility, the "Facilities"). Lessors and Lessees have agreed to recalculate the Minimum Rent due under the Leases after the reallocation of the budgeted amounts for development and construction of each of the Facilities pursuant to that certain Omnibus Amendment Agreement No. 1 to Development Agreements executed as of even date herewith among Lessors, as owners, and BCC Development and Management Co., a Delaware corporation, as developer, and to make further amendments to the Leases in the manner set forth in this Omnibus Amendment Agreement No. 1 to Lease Agreements (this "Amendment"), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated effective as of the Closing Date (together with the senior notes issued thereunderdate hereof, and in each case as amended, extended, restated, supplemented or unless otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Dateindicated. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter BCC has entered into this Agreement to set forth their relative rights various agreements with respect to the assets Facilities, including guaranties, shortfall funding agreements, working capital assurance agreements and options to purchase the equity interests of the Guarantors Lessees and joins in the Tenants subject execution of this Amendment to acknowledge its consent to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth hereintransactions contemplated hereby.

PRELIMINARY STATEMENTS. The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time have Borrower has entered into that certain ABL Credit Agreement dated as and Plan of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master LeaseMerger, dated as of August 4May 11, 2015 2021, by and among, inter alios, the Borrower, Nina US MergerSub, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of the Borrower (“Merger Sub”), Mobile Sonic, Inc., a Delaware corporation (the “Company”) and Mobile Sonic Aggregator, L.P., as amendedthe Securityholder Representative (together with all exhibits, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b)schedules and other disclosure letters thereto, the “Master LeaseAcquisition Agreement”), pursuant to which the Landlord leased Borrower will acquire all of the issued and outstanding Equity Interests of the Company by way of having Merger Sub merge with and into the Company (the “Merger”), with the Company surviving such Merger and as a result thereof becoming a Wholly Owned Subsidiary of the Borrower (such transactions, collectively, the “Acquisition”). The Company and certain of its subsidiaries are party to that certain Credit Agreement, dated as of August 14, 2020 (as amended, restated, amended and restated, renewed, extended, supplemented or otherwise modified from time to time prior to the Tenants certain real property and real property interests described in the Master Leasedate hereof, the improvements located thereon “Existing Credit Agreement”), by and among MUFG Union Bank, N.A. and the fixtures located thereon or affixed theretoother parties named therein. The Creditors desire to enter into this Agreement to set forth their relative rights with respect Borrower has requested that the Lenders make term loans to the assets Borrower in an aggregate principal amount of $275,000,000, the Guarantors proceeds of which shall be used on the date hereof (a) to finance the Refinancing, (b) to finance the Acquisition and (c) to pay fees and expenses in connection with the Tenants subject to Transactions, on the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as conditions set forth herein.in this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement dated as Certain of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord Transferors are parties to the Master Leasean Employment Agreement, dated as of August 4June 1, 2015 1998, with ARCA and CyberGuard (the "EMPLOYMENT AGREEMENTS"), which, among other things, by their terms provide for restrictions on such Transferors' rights to compete against ARCA, which Employment Agreements were entered into in connection with CyberGuard's acquisition of ARCA pursuant to the Merger Agreement (as amendeddefined below). Each of Will▇▇▇ ▇. ▇▇▇▇▇▇, extended▇▇ch▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ R. Kenn▇▇▇ ▇▇▇▇▇ ▇▇ also a party to a Restrictive Covenant Agreement, restateddated as of June 1, supplemented or otherwise modified1998, renewedwith ARCA and CyberGuard ("RESTRICTIVE COVENANT AGREEMENTS"), refinanced or replaced prior which also, among other things, by their terms provide for restrictions on the right of Messrs. Wils▇▇, ▇▇id▇▇▇ ▇▇▇ Baue▇ ▇▇ compete against ARCA, which Restrictive Covenant Agreements were entered into in connection with CyberGuard's acquisition of ARCA pursuant to the Closing Date Merger Agreement. Each of the Transferors is a party to an Employee Agreement, dated as of June 1, 1998, with CyberGuard ("CONFIDENTIALITY AND WORKS-MADE-FOR-HIRE AGREEMENTS") which Agreements were entered into in connection with CyberGuard's acquisition of ARCA pursuant to the Merger Agreement. The Transferors desire to terminate the Employment Agreements, the Restrictive Covenant Agreements and the Confidentiality and Works-Made-For-Hire Agreements so that they may pursue business and employment opportunities with Exodus and its Affiliates; and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter but for CyberGuard's entering into this Agreement and consenting to set forth their relative rights with respect to certain other transactions, the assets terms of the Guarantors foregoing documents would by their terms prohibit the Transferors from pursuing such business and employment opportunities; and theparties further acknowledge that but for the Tenants subject Transferors entering into this Agreement (and granting the general release of CyberGuard contained herein), CyberGuard would not enter into or permit the occurrence of such other transactions and such other transactions would not occur. In consideration of CyberGuard entering into this Agreement, the Transferors are, among other things, agreeing to terminate all of their CyberGuard Options (as defined below), agreeing to certain restrictive covenants, agreeing to terminate the Liens created by Registration Agreement (as defined below) and agreeing to grant CyberGuard a general release. In consideration of the Security Transferors entering into this Agreement, CyberGuard is hereby terminating the Employments Agreements, the Restrictive Covenant Agreements, the Confidentiality and Works-Made-For-Hire Agreements and the Loan Documents, subject to Escrow and Pledge Agreement entered into in connection with the Indenture, and subject to Merger Agreement (the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein."ESCROW AND PLEDGE AGREEMENT"). -xix- 45

PRELIMINARY STATEMENTS. The GuarantorsBorrowers have requested that the Lenders extend credit to the Borrowers in the form of (i) Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an aggregate principal amount of $500,000,000 and (ii) Revolving Credit Commitments in an aggregate principal amount of $325,000,000. The Revolving Credit Commitments permit the making of Revolving Credit Loans, the Tenants Swing Line Loans and the other borrowers issuance of Letters of Credit from time to time. The proceeds of the Term B Loans, together with the proceeds of the Senior Notes, will be used by the Borrowers to (i) repay in full all indebtedness outstanding under the Credit Agreement, dated as of June 17, 2010, among the Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent, and credit parties party thereto each lender from time to time have entered into that certain ABL Credit Agreement dated as of the Closing Date party thereto (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to timetime in accordance with the terms thereof prior to the date hereof, includingand including all annexes and schedules thereto, the “Existing Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any letters of credit, bank guarantees and similar accommodations outstanding under the Existing Credit Agreement may remain outstanding to the extent continued under this Agreement as Existing Letters of Credit or otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the outstanding 8.750% Senior Secured Notes due 2019, issued under the Indenture (the “Existing Secured Notes Indenture”), dated as of January 29, 2013, by and among the Lead Borrower, the Co-Borrower and Wilmington Trust, National Association, as trustee and collateral agent, as amended or supplemented from time to time in accordance with the terms thereof prior to the date hereof (the “Existing Secured Notes”) or (y) provide notice for the avoidance redemption or repayment of doubtall of the Existing Secured Notes and deposit proceeds sufficient to redeem or repay in full the Existing Secured Notes (including any accrued and unpaid interest thereon and premium related thereto) with such trustee to satisfy and discharge the Existing Secured Notes Indenture, by a cash flow revolving credit facilityand, in each case terminate and release all commitments, security interests and guarantees in respect thereof (the actions under clauses (i) and (ii) above, the “Refinancing”) and (iii) pay the Transaction Expenses in connection with the foregoing. The applicable Lenders are willing to lend and the L/C Issuer is willing to issue Letters of Credit, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as conditions set forth herein.. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Guarantors, the Tenants Borrower and the other borrowers and credit parties purchasers party thereto from time to time (the “Purchasers”) have entered into that certain ABL Credit Securities Purchase Agreement, dated as of March 23, 2006 (as amended by that certain First Amendment to Securities Purchase Agreement dated as of June 21, 2007, as further amended by that certain Letter Agreement, dated May 15, 2008, that certain Letter Agreement, dated July 31, 2009, and by that certain Letter Agreement, dated as of the Closing Date date hereof (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit 2010 Letter Agreement”), with and as the ABL Agents same and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as each of the Closing Date (as other transaction documents related thereto may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto modified from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a)the terms thereof, or otherwise extended, replaced or refinanced, the “Term Loan Bluestem Securities Purchase Agreement” andand collectively, together with the ABL Credit “Note Facility”), pursuant to which the Borrower issued, and the Purchasers purchased, $30,000,000 aggregate principal amount of the 13.00% Senior Subordinated Secured Notes originally due March 24, 2013 (as extended to November 21, 2013 pursuant to the 2010 Letter Agreement, the “Credit AgreementsSubordinated Notes”), . In connection with the Term Loan Agent Note Facility, to secure all of the obligations of the Borrower to the Purchasers and the lenders party thereto from time to timeNotes Collateral Agent, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to Borrower and the Notes Collateral Agent are concurrently herewith entering into that certain Third Amended and Restated Pledge and Security Agreement dated as of the Closing Date August 20, 2010 (as the same may be further amended, restated, supplemented or otherwise modified, renewed or replaced modified from time to time, in each caseor otherwise replaced, in accordance with Section 3.1(a)the terms thereof, the “Term Loan Bluestem Securities Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased Borrower has granted to the Tenants certain real property and real property interests described Notes Collateral Agent a security interest in the Master LeaseNote Collateral (as defined below). The Bluestem Securities Security Agreement amends and restates that certain Second Amended and Restated Pledge and Security Agreement dated as of June 21, 2007 (as amended by the improvements located thereon certain amendment dated as of July 31, 2009 and as the same may be further amended, restated, supplemented or otherwise modified from time to time, or otherwise replaced, in accordance with the terms thereof) between the Borrower and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth hereinNotes Collateral Agent.

PRELIMINARY STATEMENTS. The Guarantors, the Tenants Company and the other borrowers and credit Stockholder Parties are parties party thereto from time to time have entered into (i) that certain ABL Credit Termination and Voting Agreement (the "Old Voting Agreement") and (ii) that certain Registration Rights Agreement (the "Old Registration Rights Agreement"), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Kerr-McGee Corporation, a Delaware corporation ("Parent"), Kerr-Mc▇▇▇ (▇▇▇▇▇a) LLC, a Nevada limited liability company and wh▇▇▇▇-▇▇▇▇▇ subsidiary of Parent ("Merger Sub"), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the Closing Date date hereof (as amended, extended, restated, it may be amended or supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a"Merger Agreement"), pursuant to which, upon the “ABL Credit Agreement”terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the "Merger"), . In connection with the ABL Agents Merger Agreement and the lenders party thereto transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the "New Voting Agreements"), pursuant to which such lenders have made which, upon the terms and will make certain extensions of credit available subject to the Tenants conditions thereof, each Stockholder Party and each such other credit parties thereunderindividual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. Pursuant In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to that certain Security Agreement enter into a Registration Rights Agreement, dated as of the Closing Date date hereof (as amended, restated, it may be amended or supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security "New Registration Rights Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”"), pursuant to which which, upon the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Leaseconditions thereof, and Parent will grant certain registration rights to the other parties thereto with respect to such parties' respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into certain other agreements relating theretothe Merger Agreement and the New Registration Rights Agreement, all as Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The GuarantorsBorrower is party to (i) that certain Term Loan Credit Agreement, dated as of August 7, 2023 (as amended by that certain First Amendment, dated as of November 6, 2023, that certain Assignment of Loan Documents, Resignation, Appointment and Acceptance Resignation Agreement, dated as of the date hereof, by and among Callodine Commercial Finance, LLC (“Callodine”), as resigning agent, the Tenants Administrative Agent, as successor agent, ▇▇▇▇▇▇▇▇ and the other borrowers Guarantors and credit parties party thereto that certain Assignment and Assumption Agreement, dated as of the date hereof, by and among Callodine and Coliseum (as defined in the Original Second Amendment) and as acknowledged and accepted by the Borrower, and as further amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time have entered into prior to the date hereof, the “Original Term Loan Credit Agreement”), among Borrower, the lenders party thereto and the Administrative Agent and (ii) that certain ABL Credit Agreement Agreement, dated as of August 7, 2023 (as amended by that certain First Amendment and Limited Waiver), dated as of November 6, 2023, that certain Assignment of Loan Documents, Resignation, Appointment and Acceptance Resignation Agreement, dated as of the Closing Date date hereof, by and among Bank of Montreal (“BMO”), as resigning agent, CSC Delaware Trust Company, as successor agent, Borrower and the Guarantors and that certain Assignment and Assumption Agreement, dated as of the date hereof, by and among BMO and Coliseum (as defined in the Original Second Amendment) and as acknowledged and accepted by ▇▇▇▇▇▇▇▇, and as further amended, amended and restated, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified in writing from time to time, including, for time prior to the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a)date hereof, the “Original ABL Credit Agreement”), with the ABL Agents among Borrower, Guarantors, CSC Delaware Trust Company, as administrative agent thereunder and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.;

PRELIMINARY STATEMENTS. The GuarantorsBorrower has requested that upon satisfaction (or waiver) of the conditions precedent set forth in Article IV, the Tenants Lenders extend credit to the Borrower in the form of $345,000,000 of Initial Term Loans. Pursuant to the Acquisition Agreement, the Borrower will acquire (the “Acquisition”) from the WCG Holdco IV LLC, a Delaware corporation (the “Seller”) all of Seller’s right title and interest in and to all of its equity interests in each WCG Holdings IV Inc., a Delaware corporation (“Holdings IV”) and WCG Market Intelligence & Insights Inc., a Delaware corporation (“WCG Market Intelligence” and, together with Holdings IV, the other borrowers “Acquired Business”). On or prior to the Closing Date, the Sponsors, Co-Investors and credit parties party thereto from time to time have entered Company Persons will, directly or indirectly make the Minimum Equity Contribution. On the Closing Date, the Borrower will enter into that certain ABL the First Lien Credit Agreement dated as pursuant to which First Lien Lenders will extend credit to the Borrower in the form of $920,000,000 of first lien term loans and $125,000,000 of revolving commitments on the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facilityDate, in each case, in accordance with Section 3.1(a)as first lien secured credit facilities. On the Closing Date, the Borrower will repay or cause to be repaid all outstanding Indebtedness under, terminate any commitments under, and cause to be released any Liens securing obligations under (the “ABL Closing Date Refinancing”) (i) that certain First Lien Credit Agreement”), with dated as of October 21, 2016, by and among the ABL Agents and Seller, certain affiliates of the Seller as borrowers thereto, certain affiliates of the Seller as guarantors party thereto, the lenders party thereto from time to timetime party thereto and ▇▇▇▇▇ Capital Markets LLC, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced amended and restated from time to time, in each case, in accordance with Section 3.1(a), and (ii) that certain Second Lien Credit Agreement, dated as of August 15, 2016, by and among the “ABL Security Agreement”)Seller, made by certain affiliates of the GuarantorsSeller as borrowers thereto, certain affiliates of the Seller as guarantors party thereto, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto lenders from time to time have entered into that certain Term Loan Credit Agreement dated party thereto, and Guggenheim Corporate Funding, LLC as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced amended and restated from time to time) (collectively, the “Existing Indebtedness”). The proceeds of the Loans will be used to finance the Transactions, for working capital and other purposes permitted by this Agreement, and in each case, any event in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral6.16. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time applicable Lenders have indicated their willingness to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 make Loans on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, terms and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as conditions set forth herein.. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The GuarantorsA. Secured Party, DLJ Capital Funding, Inc., as Syndication Agent, and Lenders have entered into a Credit Agreement dated as of August 21, 1998 (said Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "Credit Agreement", the Tenants terms defined therein and not otherwise defined herein being used herein as therein defined) with Manufacturers' Services Limited, a Delaware corporation ("Company"), and Company's subsidiary, MSL Overseas Finance BV ("MSL Overseas"), pursuant to which Lenders have made certain commitments, subject to the other borrowers terms and conditions set forth in the Credit Agreement, to extend certain credit parties party thereto facilities to Company and MSL Overseas. B. Company may from time to time enter, or may from time to time have entered entered, into that certain ABL Credit Agreement one or more Interest Rate Agreements (collectively, the "Interest Rate Agreements") with one or more Lenders (in such capacity, collectively, "Interest Rate Exchangers"). C. Grantor has executed and delivered a Subsidiary Guaranty dated as of the Closing Date August __, 1998 (said Subsidiary Guaranty, as it may hereafter be amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, including, being the "Guaranty") in favor of Secured Party for the avoidance benefit of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents Lenders and the lenders party thereto from time to timeany Interest Rate Exchangers, pursuant to which such lenders have made Grantor has guarantied the prompt payment and will performance when due of all obligations of Company and MSL Overseas under the Credit Agreement and the other Loan Documents and all obligations of Company under the Interest Rate Agreements, including obligation of Company to make certain payments thereunder in the event of early termination thereof. D. It is a condition precedent to the initial extensions of credit available to by Lenders under the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of that Grantor shall have granted the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), security interests and undertaken the “Term Loan obligations contemplated by this Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.

PRELIMINARY STATEMENTS. The Guarantors, I. Pursuant to the Tenants and the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Note Purchase Agreement dated as of the Closing Date (February 8, 2011, as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, amended by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Amendment No. 1 to Note Purchase Agreement dated as of the Closing Date July 16, 2014 (as so amended and as may be further amended, restated, supplemented or otherwise modified, renewed or replaced modified from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Note Purchase Agreement”), made by and among NEW MEXICO GAS COMPANY, INC., a Delaware corporation (the Guarantors“Company”), the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto each holder from time to time have entered into that certain Term Loan Credit Agreement dated as of one or more of the Closing Date Notes (as defined below) (the “Noteholders”), inter alia, the Company issued and sold its 4.87% Senior Secured Notes due February 8, 2021 in the aggregate original principal amount of $200,000,000 (the “Initial Notes”). The Initial Notes and any other notes that may from time to time be issued pursuant to the Note Purchase Agreement (including any notes issued in substitution for any of the Notes), as the same may be amended, extendedrestated, amended and restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, in each case, in accordance with Section 3.1(a), time are herein collectively called the “Term Loan AgreementNotes” and, together with the ABL Credit Agreement, the and each individually a “Credit AgreementsNote”), with the Term Loan Agent and the lenders party thereto from time to time, . II. The Company is required pursuant to which such lenders have made an extension of credit available the Note Purchase Agreement to cause the borrowers thereunder. Pursuant Additional Guarantor to that certain Security deliver this Joinder Agreement in order to cause the Additional Guarantor to become a Guarantor under the Guaranty Agreement dated as of [______] executed by [______] (together with each other entity that from time to time becomes a party thereto by executing a Joinder Agreement pursuant to Section 14.1 thereof, collectively, the Closing Date “Guarantors”), in favor of each Noteholder (as the same may be amended, restated, supplemented or otherwise modified, renewed or replaced modified from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Guaranty Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. III. The Guarantors, the Tenants Additional Guarantor has received and certain other will receive substantial direct and indirect subsidiaries benefits from the Company’s compliance with the terms and conditions of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of Note Purchase Agreement and the Closing Date (together with the senior notes Notes issued thereunder, . IV. Capitalized terms used and in each case as amended, extended, restated, supplemented or not otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), defined herein have the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described definitions set forth in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth hereinNote Purchase Agreement.

PRELIMINARY STATEMENTS. The GuarantorsCertain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. Certain of the parties hereto were originally parties to the Second Amended and Restated Receivables Purchase Agreement, dated as of March 21, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the Tenants “Prior Agreement”). Pursuant to the Transfer Supplement, dated as of the date hereof (the “2010 Transfer Supplement”), [***] and [***], [***] and [***], as “Purchasers” under and as defined in the Prior Agreement, have assigned a portion of their respective interest under the Prior Agreement to [***], [***] and [***]. After giving effect to the 2010 Transfer Supplement, (i) the Seller, the Servicer, the Administrator and the other borrowers members of the Purchaser Group that includes [***] wish to hereby amend and credit parties party thereto restate the Prior Agreement subject to the terms and conditions hereof, including the satisfaction of the conditions set forth in Exhibit II hereto, and (ii) the members of each of the Purchaser Group that includes [***] and the Purchaser Group that includes [***] hereby wish to enter into this Agreement. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of trade receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time have entered into based upon, in part, reinvestment payments that certain ABL Credit Agreement dated as are made by such Purchasers. In consideration of the Closing Date (as amendedmutual agreements, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a)provisions and covenants contained herein, the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to sufficiency of which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a)is hereby acknowledged, the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated hereto agree as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.follows:

PRELIMINARY STATEMENTS. The GuarantorsUS Borrower, SENSATA TECHNOLOGIES B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “BV Borrower” and together with the US Borrower, the Tenants “Borrowers”), and SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the other borrowers and credit parties party thereto from time to time laws of the Netherlands, have entered into that certain ABL a Credit Agreement dated as of the Closing Date May 12, 2011 (such agreement, as it may hereafter be amended, extended, amended and restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, including, for being the avoidance of doubt, by a cash flow revolving credit facility, “Credit Agreement”) with the Guarantors (as defined in each case, in accordance with Section 3.1(athe Credit Agreement), the “ABL Lenders (as defined in the Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Initial L/C Issuer (as defined in the Credit Agreement”), made by the Guarantors, Initial Swing Line Lender (as defined in the Tenants Credit Agreement) and the other grantors thereunder Administrative Agent (as defined in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan CollateralCredit Agreement). The Guarantors, the Tenants Borrowers and the other credit parties party thereto their Subsidiaries have entered into or may from time to time have entered enter into that certain Term Loan Credit Agreement dated as lines of the Closing Date credit (as amended, extended, restated, supplemented committed or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), uncommitted) and other similar arrangements (the “Term Loan Agreement” and, together Bilateral Obligations”) with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented Lenders or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants their Affiliates and certain other direct financial institutions as initially set forth on Schedule XII hereto and indirect subsidiaries of the Guarantors party thereto as such schedule may be amended from time to time have entered into that upon written notice by the Borrowers to the applicable Lenders or Affiliates and certain Indenture dated as other financial institutions (each, in such capacity, a “Bilateral Provider”). Each Grantor is the owner of the Closing Date shares of stock or other Equity Interests (together with as defined in the senior notes Credit Agreement) (the “Initial Pledged Equity”) set forth opposite such Grantor’s name on and as otherwise described in Part I of Schedule I hereto and issued thereunder, by the Persons named therein and of the indebtedness (the “Initial Pledged Debt”) set forth opposite such Grantor’s name on and as otherwise described in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced Part II of Schedule I hereto and issued by the obligors named therein. Each Grantor is the owner of the deposit accounts (the “Pledged Deposit Accounts”) set forth opposite such Grantor’s name on Schedule II hereto. Each Grantor is the owner of the securities accounts (the “Securities Accounts”) set forth opposite such Grantor’s name on Schedule III hereto. Each Grantor has rights in and to all commodity contracts (the “Pledged Commodity Contracts”) carried from time to time, time in each case, in accordance with Section 3.1(a), such Grantor’s commodities accounts (the “IndentureCommodities Accounts”) set forth opposite such Grantor’s name on Schedule IV hereto. The US Borrower will be the owner of an account to be opened at the request of the Collateral Agent (the “Collateral Account”), with . It is a condition precedent to the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount making of its unsecured senior notes due 2026 on Loans by the Closing Date. The Tenants Lenders and the Landlord are parties to issuance of Letters of Credit by the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to L/C Issuer under the Closing Date and, thereafter, Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time, in accordance with Section 3.1(b), time that the “Master Lease”), pursuant to which Grantors shall have granted the Landlord leased to security interest contemplated by this Agreement. Each Grantor will derive substantial direct and indirect benefit from the Tenants certain real property and real property interests described in transactions contemplated by the Master Lease, the improvements located thereon Loan Documents and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth hereinBilateral Providers.

PRELIMINARY STATEMENTS. The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time hereto have entered into that certain ABL Amended and Restated Credit Agreement Agreement, dated as of the Closing Date April 25, 2012, as amended and restated as of April 17, 2013 (as the same may be further amended or modified from time to time, the “Credit Agreement”), by and among the Grantors, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and the Collateral Agent, which Credit Agreement provides, subject to the terms and conditions of the Credit Agreement, for extensions of credit and other financial accommodations by the Lenders to the Borrowers thereunder. The Grantors entered into that certain Pledge and Security Agreement, dated as of April 25, 2012, with the Administrative Agent (as previously amended, extended, amended and restated, supplemented or otherwise modifiedmodified prior to the date hereof, upsizedthe “Existing Security Agreement”). The Grantors and the purchasers signatories thereto (the “Prudential Purchasers”) have entered into that certain Note Purchase and Guarantee Agreement, reneweddated as of April 17, refinanced 2013 (as the same may be amended, amended and restated, supplemented or replaced otherwise modified from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Note Agreement”), with . Each Grantor is entering into this Security Agreement in order to (i) induce the ABL Agents Lenders to enter into and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of extend credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of Borrowers under the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, (ii) induce the “Prudential Purchasers to purchase the Notes (as defined in the Note Agreement) and (iii) secure the Secured Obligations, including the obligations that it has agreed to guarantee pursuant to Article X of the Credit Agreements”)Agreement and Section 15 of the Note Agreement. Furthermore, with each Grantor party to the Term Loan Existing Security Agreement wishes to affirm its obligations under the terms of the Existing Security Agreement and wishes to amend and restate the terms of the Existing Security Agreement in their entirety as set forth in this Security Agreement. ACCORDINGLY, the Grantors, the Administrative Agent and the lenders party thereto from time to timeCollateral Agent, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as on behalf of the Closing Date (Secured Parties, hereby agree as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master Lease, and to enter into certain other agreements relating thereto, all as set forth herein.follows:

PRELIMINARY STATEMENTS. The GuarantorsBorrower, Bright Horizons Capital Corp., the Tenants Lenders, and the other borrowers JPMorgan Chase Bank, N.A., as Administrative Agent and credit L/C Issuer are parties party thereto from time to time have entered into that certain ABL Credit Agreement originally dated as of the Closing Date January 30, 2013 (as amendedamended and restated as of November 7, extended2016, restatedas amended by the Amendment Agreement, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of May 8, 2017, the Closing Date (Amendment to Credit Agreement, dated as of November 30, 2017, the Third Amendment to Credit Agreement, dated as of May 31, 2018, the Fourth Amendment to Credit Agreement, dated as of April 24, 2020, the Fifth Amendment to Credit Agreement, dated as of May 7, 2020 and the Sixth Amendment to Credit Agreement, dated as of May 26, 2021 and as further amended, restated, supplemented or otherwise modified, renewed or replaced from time modified prior to time, in each case, in accordance with Section 3.1(a)the date hereof, the “ABL Security Existing Credit Agreement”). The Borrower, made by the GuarantorsBright Horizons Capital Corp., the Tenants Lenders, and the other grantors thereunder in favor of the ABL AgentsJPMorgan Chase Bank, the ABL Lender Obligations are secured by the Loan Collateral. The GuarantorsN.A., the Tenants as Administrative Agent and the other credit parties party thereto from time to time L/C Issuer, have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Amendment Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4November 23, 2015 2021 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease2021 Amendment Agreement”), pursuant to which (i) the Landlord leased 2021 Term B Lenders (as defined below)certain lenders agreed to make certain term loans (“2021 Term B Loans (as defined below)”) constituting Other Term Loans in an aggregate principal amount of $600,000,000 on the Tenants certain real property 2021 Effective Date (as defined below), (ii) the Term A Lenders (as defined below) agreed to make Term A Loans (as defined below) in an aggregate principal amount of $400,000,000 on the 2021 Effective Date (iii) the Borrower agreed to use the proceeds of such 2021 Term B Loans and real property interests described Term A Loans, together with cash on hand, to prepay in full the outstanding principal amount of the Existing Term B Loans (as defined in the Master Lease2021 Amendment Agreement), together with any accrued but unpaid interest, and to pay related fees and expenses and (iv) the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documentsparties thereto have agreed, subject to the Indentureterms and conditions thereof, to amend and subject restate the Existing Credit Agreement to be in the Master Leaseform hereof. As of the 2021 Effective Date, the Existing Credit Agreement is amended and to enter into certain other restated in the form of this Agreement in accordance with the 2021 Amendment Agreement. In consideration of the mutual covenants and agreements relating theretoherein contained, all the parties hereto covenant and agree as set forth herein.follows:

PRELIMINARY STATEMENTS. The GuarantorsEuramax U.S., the Tenants Borrowers, and certain other Subsidiaries of Euramax U.S., the other borrowers “Lenders” and credit “Issuer” listed therein, BNP Paribas, acting through its New York branch (“BNP Paribas”), in its capacity as “Agent” thereunder (in such capacity, the “Former Agent”), Wachovia, in its capacity as “Collateral Agent” thereunder (in such capacity, the “Former Collateral Agent”), were, prior to the execution and delivery of the 2003 Master Assignment and Assumption Agreement described below, parties party thereto from time to time have entered into that a certain ABL Second Amended and Restated Credit Agreement dated as of the Closing Date March 15, 2002, as amended by a certain Amendment No. 1 and Waiver to Euramax International, Inc.’s Credit Agreement dated as of April 14, 2003, as further amended by that certain Amendment No. 2 and Consent to Euramax International, Inc.’s Credit Agreement dated as of May 15, 2003, and that certain Amendment No. 3 and Consent to Euramax International, Inc.’s Credit Agreement dated as of August 6, 2003 (as so amended, extendedand as the same may have been otherwise amended, restated, supplemented supplemented, or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Existing Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that the 2003 Master Assignment and Assumption Agreement, among other things, (a) the Former Agent assigned to Wachovia all of its rights and obligations as “Agent” under the Existing Credit Agreement and Wachovia accepted such assignment, thereby becoming the “Agent” thereunder; (b) BNP Paribas assigned its rights and obligations as “Swing Loan Lender” and as “Issuer” under the Existing Credit Agreement to Wachovia and Wachovia accepted such assignment, thereby becoming the “Swing Loan Lender” and the “Issuer” under the Existing Credit Agreement; (c) certain Security “Lenders” under the Existing Credit Agreement dated (the “Departing Lenders”) assigned all of their respective “Revolving Credit Commitments” and the rights and obligations corresponding thereto to Wachovia for ultimate redistribution by Wachovia to (i) other “Lenders” already party to the Existing Credit Agreement (the “Continuing Lenders”) and (ii) banks and financial institutions who became party to the Existing Credit Agreement via the 2003 Master Assignment and Assumption Agreement (the “New Lenders”); and (d) the Continuing Lenders and the New Lenders, among themselves, redistributed the various “Revolving Credit Commitments” and the rights and obligations corresponding thereto under the Existing Credit Agreement. Pursuant to the 2003 Master Assignment and Assumption Agreement, the Loan Parties, the Lenders, the Agent, the Issuer, and Paribas have consented (1) to Paribas’s retirement as of “Trustee” under the Closing Date U.K. Trust Deed (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a)such capacity, the “ABL Security AgreementFormer U.K. Trustee”) and (2) to Wachovia’s appointment replacement “Trustee” thereunder (in such capacity, the “U.K. Trustee”), made by such retirement and appointment to be effected pursuant to the GuarantorsAmendment and Restatement Agreement (as defined below). Euramax U.S. and the Borrowers have requested, and the Lenders, the Tenants Issuer, and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documentsagreed, subject to the Indentureterms and conditions contained herein, to amend and subject to restate the Master Lease, and to enter into certain other agreements relating thereto, all as set forth hereinExisting Credit Agreement.

PRELIMINARY STATEMENTS. The GuarantorsIssuer will issue (a) the TFC 5.853% Asset Backed Notes, Series 2000-1 (the Tenants and "Notes") pursuant to the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement Indenture, dated as of March 30, 2001, among the Closing Date ----- Issuer and ▇▇▇▇▇ Fargo as Trustee and Trust Collateral Agent (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as same may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto modified from time to time have entered into that certain Term Loan Credit Agreement in accordance with its terms and the terms hereof the "Indenture") and (b) a --------- certificate (the "Certificate") pursuant to the Amended and Restated Trust ----------- Agreement, dated as of March 30, 2001, between Wilmington Trust Company as owner trustee (together with its successors and assigns, in such capacity, the Closing Date "Owner ----- Trustee") and TFCRC IV as depositor (as the same may be amended, extended, restated, ------- supplemented or otherwise modified, upsized, renewed, refinanced or replaced modified from time to time, in each case, time in accordance with Section 3.1(aits terms and the terms hereof, the "Trust Agreement"). --------------- Pursuant to the Indenture, the Issuer will grant to the Trust Collateral Agent for the benefit of the Trustee on behalf of the Noteholders and AGIC, to secure repayment of the Notes (and other related amounts), a security interest in collateral consisting of all of the Issuer's right, title and interest in, to and under a pool of receivables, including, among other types of receivables, receivables of retail installment sale contracts secured by the financed vehicles and certain other assets and rights, all as more fully set forth in the Indenture (the "Trust Property"). Such receivables and related assets -------------- constituting a part of the Trust Property were sold to the Issuer pursuant to the Sale and Servicing Agreement, dated as of March 30, 2001, among the Issuer, TFCRC IV as seller (the "Seller"), the “Term Loan Agreement” and, together with the ABL Credit AgreementServicer, the “Credit Agreements”)Trust Collateral Agent, with the Term Loan Agent ------ Back-up Servicer and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date Successor Servicer (as the same may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto modified from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a)its terms and the terms hereof, the “Indenture”"Sale and Servicing Agreement"); and ---------------------------- The parties hereto, with among other things, desire to specify the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties conditions precedent to the Master Leaseissuance by AGIC of the Policy, dated the obligations of the Issuer, the Servicer, the Back-up Servicer, the P.O. Box Owner, the Successor Servicer, TFC and TFCRC IV, as applicable, to make payments in respect of August 4premiums, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior reimbursement obligations and other amounts relating to the Closing Date and, thereafter, from time to time, in accordance with Section 3.1(b), the “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement to set forth their relative rights with respect to the assets of the Guarantors and the Tenants subject to the Liens created by the Security Agreements and the Loan Documents, subject to the Indenture, and subject to the Master LeasePolicy, and to enter into perform certain other agreements relating obligations in respect of the issuance of the Policy, and to provide for certain other matters related thereto, all as set forth herein.