Exhibit 10.13





 






Published CUSIP Number: 67091WAA6


 


CREDIT AGREEMENT


 


Dated as of April 1, 2015


 


among


 


OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP,

as Borrower


 


CERTAIN SUBSIDIARIES OF THE BORROWER


 


REFERRED TO HEREIN AS GUARANTORS,


 


THE LENDERS PARTY HERETO,


 


BANK OF AMERICA, N.A.,

as Administrative Agent,


 


and


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK,


 


and


 


J.P. MORGAN CHASE BANK, N.A.,


 


and


 


CITIZENS BANK, NATIONAL ASSOCIATION,


 


as Co-Syndication Agents,


 


and


 


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arranger and Sole Book Runner


 


and


 


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK,


 


and


 


J.P. MORGAN SECURITIES LLC,


 


and


 


CITIZENS BANK, NATIONAL ASSOCIATION,


 


as Joint Lead Arrangers


 


 








    	 



    	 



    

  


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Article I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	 	1.01	Defined Terms	1
	 	1.02	Interpretive Provisions	31
	 	1.03	Accounting Terms	32
	 	1.04	Rounding	33
	 	1.05	References to Agreements and Laws	33
	 	1.06	Times of Day; Rates	33
	 	 	 	 
	Article II COMMITMENTS AND EXTENSION OF CREDITS	33
	 	 
	 	2.01	Commitments	33
	 	2.02	Borrowings, Conversions and Continuations	34
	 	2.03	[Reserved]	35
	 	2.04	[Reserved]	35
	 	2.05	Repayment of Loans	35
	 	2.06	Prepayments	35
	 	2.07	[Reserved]	36
	 	2.08	Interest	36
	 	2.09	Fees	36
	 	2.10	Computation of Interest and Fees	37
	 	2.11	Payments Generally	37
	 	2.12	Sharing of Payments	39
	 	2.13	Evidence of Debt	40
	 	2.14	[Reserved]	40
	 	2.15	Defaulting Lenders	40
	 	2.16	[Reserved]	42
	 	2.17	Extension of Term Loan Maturity Date	42
	 	 	 	 
	Article III TAXES, YIELD PROTECTION AND ILLEGALITY	42
	 	 
	 	3.01	Taxes	42
	 	3.02	Illegality	45
	 	3.03	Inability to Determine Rates	45
	 	3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans	45
	 	3.05	Funding Losses	46
	 	3.06	Matters Applicable to all Requests for Compensation	47
	 	3.07	Survival	47
	 	 	 	 
	Article IV CONDITIONS PRECEDENT TO EXTENSION OF CREDITS	47
	 	 
	 	4.01	Conditions to Initial Extensions of Credit	47
	 	4.02	Conditions to Extensions of Credit	50
	 	 	 	 
	Article V REPRESENTATIONS AND WARRANTIES	50
	 	 
	 	5.01	Financial Statements; No Material Adverse Effect	51


 




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	 	5.02	Corporate Existence and Power	51
	 	5.03	Corporate and Governmental Authorization; No Contravention	51
	 	5.04	Binding Effect	52
	 	5.05	Litigation	52
	 	5.06	Compliance with ERISA	52
	 	5.07	Environmental Matters	53
	 	5.08	Margin Regulations; Investment Company Act	54
	 	5.09	Compliance with Laws	54
	 	5.10	Ownership of Property; Liens	54
	 	5.11	Corporate Structure; Capital Stock, Etc.	55
	 	5.12	Labor Matters	55
	 	5.13	No Default	55
	 	5.14	Solvency	55
	 	5.15	Taxes	55
	 	5.16	REIT Status	55
	 	5.17	Insurance	56
	 	5.18	Intellectual Property; Licenses, Etc.	56
	 	5.19	Disclosure	56
	 	5.20	Anti-Terrorism Laws	56
	 	5.21	OFAC	57
	 	 	 	 
	Article VI AFFIRMATIVE COVENANTS	57
	 	 	 	 
	 	6.01	Financial Statements	57
	 	6.02	Certificates; Other Information	58
	 	6.03	Preservation of Existence and Franchises	60
	 	6.04	Books and Records	60
	 	6.05	Compliance with Law	61
	 	6.06	Payment of Taxes and Other Indebtedness	61
	 	6.07	Insurance	61
	 	6.08	Maintenance of Property	61
	 	6.09	Performance of Obligations	61
	 	6.10	Visits and Inspections	62
	 	6.11	Use of Proceeds/Purpose of Loans	62
	 	6.12	Financial Covenants	62
	 	6.13	Environmental Matters; Preparation of Environmental Reports	63
	 	6.14	REIT Status	63
	 	6.15	Additional Guarantors; Withdrawal or Addition of Unencumbered Properties; Release of Guarantors	64
	 	6.16	Anti-Terrorism Laws	65
	 	6.17	Compliance With Material Contracts	65
	 	6.18	Designation as Senior Debt	66
	 	6.19	Investor Guaranties	66
	 	 	 	 
	Article VII NEGATIVE COVENANTS	66
	 	 
	 	7.01	Liens	66
	 	7.02	Indebtedness	67
	 	7.03	Investments	68


 




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	 	7.04	Fundamental Changes	69
	 	7.05	Dispositions	70
	 	7.06	Change in Nature of Business	70
	 	7.07	Transactions with Affiliates and Insiders	70
	 	7.08	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	71
	 	7.09	Negative Pledges	71
	 	7.10	Use of Proceeds	71
	 	7.11	Prepayments of Indebtedness	72
	 	7.12	Stock Repurchases	72
	 	7.13	Sanctions	72
	 	7.14	Omega REIT and Omega Holdco Covenants	72
	 	 	 	 
	Article VIII EVENTS OF DEFAULT AND REMEDIES	73
	 	 
	 	8.01	Events of Default	73
	 	8.02	Remedies Upon Event of Default	75
	 	8.03	Application of Funds	76
	 	 	 	 
	Article IX ADMINISTRATIVE AGENT	77
	 	 
	 	9.01	Appointment and Authorization of Administrative Agent	77
	 	9.02	Delegation of Duties	77
	 	9.03	Liability of Administrative Agent	77
	 	9.04	Reliance by Administrative Agent	78
	 	9.05	Notice of Default	78
	 	9.06	Credit Decision; Disclosure of Confidential Information by Administrative Agent	79
	 	9.07	Indemnification of Administrative Agent	79
	 	9.08	Administrative Agent in its Individual Capacity	80
	 	9.09	Successor Administrative Agent	80
	 	9.10	Administrative Agent May File Proofs of Claim	81
	 	9.11	Guaranty Matters	81
	 	9.12	Other Agents; Arrangers and Managers	82
	 	 	 	 
	Article X MISCELLANEOUS	82
	 	 
	 	10.01	Amendments, Etc.	82
	 	10.02	Notices and Other Communications; Facsimile Copies	83
	 	10.03	No Waiver; Cumulative Remedies	85
	 	10.04	Attorney Costs, Expenses and Taxes	86
	 	10.05	Indemnification	86
	 	10.06	Payments Set Aside	87
	 	10.07	Successors and Assigns	88
	 	10.08	Confidentiality	91
	 	10.09	Set-off	92
	 	10.10	Interest Rate Limitation	92
	 	10.11	Counterparts	93
	 	10.12	Integration	93
	 	10.13	Survival of Representations and Warranties	93


 




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	 	10.14	Severability	93
	 	10.15	Tax Forms	94
	 	10.16	Replacement of Lenders	95
	 	10.17	No Advisory or Fiduciary Responsibility	96
	 	10.18	Source of Funds	97
	 	10.19	GOVERNING LAW	97
	 	10.20	WAIVER OF RIGHT TO TRIAL BY JURY	98
	 	10.21	No Conflict	98
	 	10.22	USA Patriot Act Notice	98
	 	10.23	Electronic Execution of Assignments and Certain Other Documents	98
	 	10.24	Entire Agreement	99
	 	 	 	 
	Article XI GUARANTY	99
	 	 
	 	11.01	The Guaranty	99
	 	11.02	Obligations Unconditional	99
	 	11.03	Reinstatement	101
	 	11.04	Certain Waivers	101
	 	11.05	Rights of Contribution	102
	 	11.06	Guaranty of Payment; Continuing Guaranty	102
	 	11.07	Keepwell	102


 




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SCHEDULES


 


	2.01	 	Lenders and Commitments
	5.11	 	Corporate Structure; Capital Stock
	5.20	 	Consolidated Parties
	7.01	 	Liens
	7.02	 	Indebtedness
	7.03	 	Investments
	7.09	 	Negative Pledges
	10.02	 	Notice Addresses


 


EXHIBITS


 


	A	 	Form of Loan Notice
	B	 	Form of Term Note
	C	 	Form of Compliance Certificate
	D	 	Form of Assignment and Assumption
	E	 	Form of Subsidiary Guarantor Joinder Agreement


 




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”)
is entered into as of April 1, 2015 by and among OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
(the “Borrower”) certain subsidiaries of the Borrower identified herein, as Guarantors, the Lenders (as defined
herein), and BANK OF AMERICA, N.A., as Administrative Agent (as defined herein).


 


WHEREAS, the Borrower
has requested that the Term Loan Lenders hereunder provide a term loan facility in the amount of $100,000,000 (the “Term
Loan Facility”);


 


WHEREAS, to provide
assurance for the repayment of the Loans hereunder and the other Obligations of the Credit Parties, the Borrower will, among other
things, provide or cause to be provided to the Administrative Agent, for the benefit of the holders of the Obligations so guaranteed,
a guaranty of the Obligations by each of the Guarantors pursuant to Article XI hereof;


 


WHEREAS, subject
to the terms and conditions set forth herein, the Administrative Agent is willing to act as administrative agent for the Lenders,
and each of the Term Loan Lenders is willing to make Term Loans as provided herein in an aggregate amount at any one time outstanding
not in excess of such Term Loan Lender’s Term Loan Commitment hereunder.


 


NOW, THEREFORE,
in consideration of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto covenant and agree as follows:


 


Article
I

DEFINITIONS AND ACCOUNTING TERMS


 


1.01       Defined Terms.


 


As used in this Credit
Agreement, the following terms have the meanings set forth below (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):


 


“Acquisition”
with respect to any Person, means the purchase or acquisition by such Person of any Capital Stock in or any asset of another Person,
whether or not involving a merger or consolidation with such other Person.


 


“Acquisition Leverage
Ratio Notice” means a written notice from the Borrower to the Administrative Agent (a) delivered not later than twenty
(20) days following the last day of the initial fiscal quarter in which the Borrower seeks to invoke an adjustment to the Consolidated
Leverage Ratio and/or the Consolidated Unencumbered Leverage Ratio and (b) which describes the Significant Acquisition which formed
the basis for such request (including without limitation, a pro forma calculation of the Consolidated Leverage Ratio and/or the
Consolidated Unencumbered Leverage Ratio, as applicable, immediately prior to and after giving effect to


 




    	 



    	 



    

  


such Significant Acquisition)
and otherwise in form and substance reasonably satisfactory to the Administrative Agent.


 


“Adjusted Consolidated
Funded Debt” means, as of any date of determination, the sum of (a) all Consolidated Funded Debt plus (b) the
Consolidated Parties’ pro rata share of Funded Debt attributable to interest in Unconsolidated Affiliates.


 


“Administrative
Agent” means Bank of America in its capacity as administrative agent for the Lenders under any of the Credit Documents,
or any successor administrative agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02,
or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


“Agent-Related
Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its
capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.


 


“Agreement”
has the meaning provided in the introductory paragraph hereof.


 


“Applicable Percentage”
means with respect to any Lender at any time, (a) with respect to such Lender’s portion of any outstanding Term Loan at any
time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of such Term Loan held by such
Lender at such time subject to adjustment as provided in Section 2.15, and (b) with respect to such Lender’s Term
Loan Commitment at any time, the percentage (carried out to the ninth decimal place) of the aggregate Term Loan Commitments of
all Lenders represented by such Lender’s Term Loan Commitment at such time, subject to adjustment as provided in Section 2.15.
The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender
pursuant to Section 2.01(e), as applicable.


 


“Applicable Rate”
means, for any applicable period, the appropriate applicable percentage corresponding to the following percentages per annum, based
upon the Debt Ratings at each Pricing Level as set forth below:


 




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	Applicable Rate
	Pricing Level	 	Debt Rating	 	Eurodollar 

    Loans	 	Base Rate

     Loans
	 	 	 	 	 	 	 
	1	 	≥ A-/A3	 	1.00%	 	0.00%
	2	 	BBB+/Baa1	 	1.10%	 	0.10%
	3	 	BBB/Baa2	 	1.25%	 	0.25%
	4	 	BBB-/Baa3	 	1.50%	 	0.50%
	5	 	<BBB-/Baa3	 	1.95%	 	0.95%







 


Each change in the Applicable Rate resulting
from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing
on the date of delivery by the Borrower to the Administrative Agent of notice thereof and ending on the day immediately preceding
the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public
announcement thereof and ending on the day immediately preceding the effective date of the next such change. If at any time the
Borrower or Omega REIT has only two (2) Debt Ratings, and such Debt Ratings are split, then: (A) if the difference between such
Debt Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Rate shall be the
rate per annum that would be applicable if the higher of the Debt Ratings were used; and (B) if the difference between such Debt
Ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P), the Applicable Rate shall be the rate per annum
that would be applicable if the median of the applicable Debt Ratings were used. If at any time the Borrower or Omega REIT has
three (3) Debt Ratings, and such Debt Ratings are split, then: (A) if the difference between the highest and the lowest such Debt
Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Rate shall be the rate
per annum that would be applicable if the highest of the Debt Ratings were used; and (B) if the difference between such Debt Ratings
is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Rate shall be the rate
per annum that would be applicable if the average of the two (2) highest Debt Ratings were used; provided, that if such
average is not a recognized rating category, then the Applicable Rate shall be the rate per annum that would be applicable if the
second highest Debt Rating of the three were used.


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


“Arranger”
means, collectively, (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as joint lead arranger and sole
book runner, (ii) Credit Agricole Corporate and Investment Bank, in its capacity as joint lead arranger, (iii) J.P. Morgan Securities
LLC, in its capacity as joint lead arranger and (iv) Citizens Bank, National Association, in its capacity as joint lead arranger.


 


“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment
advisor.


 




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“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of
any party whose consent is required by Section 10.07(b)), and accepted by the Administrative Agent, in substantially the
form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent and, if such assignment and assumption requires its consent, the Borrower.


 


“Attorney Costs”
means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external counsel and,
without duplication, the allocated reasonable and documented cost of internal legal services and all expenses and disbursements
of internal counsel.


 


“Attributable
Principal Amount” means (a) in the case of capital leases, the amount of capital lease obligations determined in accordance
with GAAP, (b) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder
as if it were a capital lease determined in accordance with GAAP, (c) in the case of Securitization Transactions, the outstanding
principal amount of such financing, after taking into account reserve amounts and making appropriate adjustments, determined by
the Administrative Agent in its reasonable judgment and (d) in the case of Sale and Leaseback Transactions, the present value (discounted
in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments
during the term of such lease.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of Omega REIT and its Consolidated Subsidiaries for the fiscal
year ended December 31, 2014, and the related consolidated statements of earnings, shareholders’ equity and cash flows
for such fiscal year of Omega REIT and its Consolidated Subsidiaries, including the notes thereto; provided, that the Administrative
Agent hereby agrees that the Form 10-K of Omega REIT delivered to it by the Borrower and containing information for the fiscal
year ended December 31, 2014 shall constitute all information required to be delivered as part of the “Audited Financial
Statements” for purposes of this Agreement.


 


“Bank of America”
means Bank of America, N.A., together with its successors.


 


“Bankruptcy Code”
means Title 11 of the United States Code, as the same may be amended from time to time.


 


“Bankruptcy Event”
means, with respect to any Person, the occurrence of any of the following: (a) the entry of a decree or order for relief by a court
or governmental agency in an involuntary case under any applicable Debtor Relief Law or any other bankruptcy, insolvency or other
similar law now or hereafter in effect, or the appointment by a court or governmental agency of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or the ordering
of the winding up or liquidation of its affairs by a court or governmental agency and such decree, order or appointment is not
vacated or discharged within ninety (90) days of its filing; or (b) the commencement against such Person of an involuntary case
under any applicable Debtor Relief Law or any other bankruptcy, insolvency or other similar law now or hereafter in effect, or
of any case, proceeding or other action for the appointment of a receiver, liquidator, assignee,


 




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custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs,
and such involuntary case or other case, proceeding or other action shall remain undismissed for a period of ninety (90)
consecutive days, or the repossession or seizure by a creditor of such Person of a substantial part of its Property; or (c) such
Person shall commence a voluntary case under any applicable Debtor Relief Law or any other bankruptcy, insolvency or other similar
law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent
to the appointment of or the taking possession by a receiver, liquidator, assignee, creditor in possession, custodian, trustee,
sequestrator (or similar official) of such Person or for any substantial part of its Property or make any general assignment for
the benefit of creditors; or (d) the filing of a petition by such Person seeking to take advantage of any Debtor Relief Law
or any other applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts, or (e) such Person shall fail to contest in a timely and appropriate manner (and if not dismissed within
ninety (90) days) or shall consent to any petition filed against it in an involuntary case under such bankruptcy laws or other
applicable Law or consent to any proceeding or action relating to any bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts with respect to its assets or existence, or (f) such Person shall admit in writing, or such Person’s
financial statements shall reflect, an inability to pay its debts generally as they become due.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”
and (c) the one-month Eurodollar Rate plus one percent (1.00%); and if Base Rate shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including
Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by
Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate.


 


“Borrower”
has the meaning given to such term in the introductory paragraph hereof.


 


“Borrower Materials”
has the meaning provided in Section 6.02.


 


“Borrowing”
means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest
Period.


 


“Braswell Indebtedness”
means that certain Indebtedness of Regency Health Services, Inc. owing to C. Allen Braswell, Braswell Management,
Inc., Dorothy Norton and Cecil Mays pursuant to that certain Promissory Note Secured by Deeds of Trust in the
original principal amount of $4,114,035 (of which no more than $2,961,607 was outstanding as of June 27, 2014).


 


“Businesses”
has the meaning provided in Section 5.07(a).


 




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“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or
are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar
Loan, means any such day that is also a London Banking Day.


 


“Capital Lease”
means a lease that would be capitalized on a balance sheet of the lessee prepared in accordance with GAAP.


 


“Capital Stock”
means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership,
partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e)
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Capitalization
Rate” means 10.0% for all government reimbursed assets (i.e. skilled nursing facilities, hospitals, etc.) and 7.50% for
all non-government reimbursed assets (i.e. assisted living facilities, independent living facilities, medical office buildings,
etc.).


 


“Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than
twelve months from the date of acquisition, (b) time deposits and certificates of deposit of (i) any Lender, (ii) any domestic
commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent
thereof (each an “Approved Bank”), in each case with maturities of not more than two hundred seventy (270) days
from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent
thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the
date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders)
or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully
guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other
Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations
and (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under
the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital of at
least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subclauses
hereof.


 


“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Authority;


 




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provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of Control”
means the occurrence of any of the following events: (a) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting stock of Omega
REIT (or other securities convertible into such voting stock) representing thirty-five percent (35%) or more of the combined voting
power of all voting stock of Omega REIT, (b) during any period of up to twenty-four (24) consecutive months, commencing June 27,
2014, individuals who at the beginning of such twenty-four (24) month period were directors of Omega REIT (together with any new
director whose election by the Omega REIT’s Board of Directors or whose nomination for election by the Omega REIT’s
shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute
a majority of the directors of Omega REIT then in office, (c) the occurrence of a “Change of Control” or any equivalent
term or concept under any of the Senior Note Indentures, (d) Omega REIT ceases to be a general partner of the Borrower or ceases
to have the sole and exclusive power to exercise all management and control over the Borrower, (e) any Person other than Omega
REIT or Omega Holdco becomes a general partner of the Borrower (except that temporary ownership by Aviv REIT, Inc. or any of its
pre-merger subsidiaries of any general partnership interest(s) in the Borrower will be permitted, provided that after giving effect
to the merger, all of such general partnership interest(s) in the Borrower theretofore held by Aviv REIT, Inc. or its pre-merger
subsidiaries are owned by Omega Holdco), or (f) Omega REIT ceases to own, directly or indirectly, sixty percent (60%) or
more of the equity interests in the Borrower. As used herein, “beneficial ownership” shall have the meaning provided
in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934.


 


“Closing Date”
means the date hereof.


 


“Commitment”
means with respect to each Lender, the Term Loan Commitment of such Lender.


 


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


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C.


 


“Confidential
Information” has the meaning provided in Section 10.08.


 


“Consolidated
Adjusted EBITDA” means, for any period, for the Consolidated Parties on a consolidated basis, the sum of (a) Consolidated
EBITDA as of such date plus (b) an amount


 




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based on the Special Charges
Adjustment (without duplication to the extent included in the determination of Consolidated Interest Expense and added back to
net income in the calculation of Consolidated EBITDA).


 


“Consolidated
EBITDA” means, for any period, for the Consolidated Parties on a consolidated basis, the sum of (a) net income of the
Consolidated Parties, in each case, excluding any non-recurring or extraordinary gains and losses, plus (b) an amount which,
in the determination of net income for such period pursuant to clause (a) above, has been deducted for or in connection with
(i) Consolidated Interest Expense (plus, amortization of deferred financing costs, to the extent included in the determination
of Consolidated Interest Expense per GAAP), (ii) income taxes, and (iii) depreciation and amortization plus (c) to the extent
decreasing net income of the Consolidated Parties for such period, all expenses directly attributable to FIN 46 consolidation requirements,
minus (d) to the extent increasing net income of the Consolidated Parties for such period, all revenue directly attributable
to FIN 46 consolidation requirements, plus (e) to the extent decreasing net income of the Consolidated Parties for such
period, all expenses directly related to owned and operated assets, minus (f) to the extent increasing net income of the
Consolidated Parties for such period, all revenues directly related to owned and operated assets, all determined in accordance
with GAAP.


 


“Consolidated
Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA to
(b) Consolidated Fixed Charges, in each case, for the most recently completed four (4) fiscal quarters.


 


“Consolidated
Fixed Charges” means, for any period, for the Consolidated Parties on a consolidated basis, the sum of (a) Consolidated
Interest Expense (excluding, for purposes hereof and without duplication, Special Charges to the extent included in the calculation
of Consolidated Interest Expense) for such period, plus (b) current scheduled principal payments of Consolidated Funded
Debt for such period (including, for purposes hereof, current scheduled reductions in commitments, but excluding any payment of
principal under the Credit Documents and any “balloon” payment or final payment at maturity that is significantly larger
than the scheduled payments that preceded it) for a period beginning the day after the date of determination and lasting for the
same length of time as the applicable period referenced at the beginning of this definition, plus (c) dividends and distributions
on preferred stock, if any, for such period, in each case, as determined in accordance with GAAP.


 


“Consolidated
Funded Debt” means, as of any date of determination, the sum of (a) all Funded Debt of the Consolidated Parties determined
on a consolidated basis minus (b) to the extent included in the calculation of Funded Debt of the Consolidated Parties,
the aggregate amount of Funded Debt directly attributable to FIN 46 consolidation requirements, all determined in accordance with
GAAP.


 


“Consolidated
Interest Expense” means, for any period, for the Consolidated Parties on a consolidated basis, all interest expense and
letter of credit fee expense, as determined in accordance with GAAP during such period; provided, that interest expenses
shall, in any event, (a) include the interest component under Capital Leases and the implied interest component under Securitization
Transactions and (b) exclude the amortization of any deferred financing fees.


 




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“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Consolidated Funded Debt to
(b) Consolidated Total Asset Value for the most recently completed fiscal quarter.


 


“Consolidated
Parties” means Omega REIT and its Consolidated Subsidiaries, as determined in accordance with GAAP.


 


“Consolidated
Secured Funded Debt” means the aggregate principal amount of Funded Debt of Omega REIT or any of its Subsidiaries, on
a consolidated basis, that is secured by a Lien, and shall include (without duplication), the ownership share of such secured Funded
Debt of Omega REIT’s or its Subsidiaries’ Unconsolidated Affiliates.


 


“Consolidated
Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Funded Debt to
(b) Consolidated Total Asset Value for the most recently completed fiscal quarter.


 


“Consolidated
Subsidiary” means at any date any Subsidiary of Omega REIT or other entity the accounts of which would be consolidated
with those of Omega REIT in its consolidated financial statements if such statements were prepared as of such date.


 


“Consolidated
Tangible Net Worth” means, for the Consolidated Parties as of any date of determination, (a) stockholders’ equity
on a consolidated basis determined in accordance with GAAP, but with no upward adjustments due to any revaluation of assets, less
(b) all Intangible Assets, plus (c) all accumulated depreciation, all determined in accordance with GAAP; provided, that
the Consolidated Parties will be permitted to exclude (i.e. add back to stockholder’s equity) up to $35,000,000 in potential
future impairment charges incurred on or after June 27, 2014 (such exclusions to be clearly reflected, however, in the calculations
of Consolidated Tangible Net Worth delivered to the Administrative Agent by the Borrower from time to time pursuant to the terms
of this Credit Agreement).


 


“Consolidated
Total Asset Value” means the sum of all the following of the Consolidated Parties, without duplication: (a) the
quotient of (1) Net Revenue from all Real Property Assets for the fiscal quarter most recently ended (for Real Property Assets
owned for the prior four (4) fiscal quarters), minus the Net Revenue attributable to each Real Property Asset sold or otherwise
disposed of during such most recently ended quarter, minus the Net Revenue from all Real Property Assets acquired during
the prior four (4) fiscal quarter period, multiplied by four, divided by (2) the Capitalization Rate, plus
(b) the acquisition cost of each Real Property Asset acquired during the prior four (4) fiscal quarter period, plus (c)
the GAAP book value of Omega REIT’s Investments permitted by Section 7.03 of the REIT Credit Agreement, plus
(d) cash and cash equivalents, plus (e) the Consolidated Parties’ pro rata share of the foregoing items and components
attributable to interest in Unconsolidated Affiliates.


 


“Consolidated
Unsecured Debt Yield” means, as of any date of determination, the ratio of (a) Unencumbered Net Revenue plus interest
income from unencumbered Qualified Mortgage Loans (provided, however, the aggregate amount of Qualified Mortgage
Loans attributable to second mortgages or second deeds of trust shall not exceed $150,000,000), as of the end of the


 




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most recently completed fiscal
quarter multiplied by four (4) to (b) the Consolidated Unsecured Funded Debt for the most recently completed fiscal
quarter.


 


“Consolidated
Unsecured Funded Debt” mean the aggregate principal amount of Funded Debt of Omega REIT or any of its Subsidiaries, on
a consolidated basis, that is not Consolidated Secured Funded Debt.


 


“Consolidated
Unsecured Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Unencumbered Net Revenue
for the most recently completed fiscal quarter to (b) the Consolidated Unsecured Interest Expense for the most recently
completed fiscal quarter.


 


“Consolidated
Unsecured Interest Expense” means, for any period, for the Consolidated Parties on a consolidated basis, all interest
expense and letter of credit fee expense, as determined in accordance with GAAP during such period, attributable to Omega REIT
and its Subsidiaries’ aggregate Consolidated Unsecured Funded Debt; provided, that interest expenses shall, in any
event, (a) include the interest component under Capital Leases and the implied interest component under Securitization Transactions
and (b) exclude the amortization of any deferred financing fees.


 


“Consolidated
Unsecured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Unsecured Funded Debt
to (b) Unencumbered Asset Value for the most recently completed fiscal quarter.


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled
by another Person if such other Person possesses, directly or indirectly, power to vote twenty-five percent (25%) or more of the
securities having ordinary voting power for the election of directors, managing general partners or the equivalent.


 


“Credit Agreement”
has the meaning given to such term in the introductory paragraph hereof.


 


“Credit Documents”
means this Credit Agreement, the Notes, the Engagement Letter, the Subsidiary Guarantor Joinder Agreements and the Compliance Certificates.


 


“Credit Party”
means, as of any date, the Borrower or any Guarantor which is a party to the Credit Agreement as of such date; and “Credit
Parties” means a collective reference to each of them.


 




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“Debt Rating”
means, as of any date of determination, the rating as determined by S&P, Moody’s and/or Fitch of the Borrower’s
or Omega REIT’s non-credit-enhanced, senior unsecured long-term debt.


 


“Debtor Relief
Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States
or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Default”
means any event, act or condition that, with notice, the passage of time, or both, would constitute an Event of Default.


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c)
two percent (2%) per annum; provided, however, that with respect to a Eurodollar Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent
(2%) per annum, in each case to the fullest extent permitted by applicable Law.


 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that, as reasonably determined by the Administrative Agent, (a) has failed
to perform any of its funding obligations hereunder, including in respect of its Loans within three Business Days of the date required
to be funded by it hereunder, unless, in the case of any Loan, such Lender notifies the Administrative Agent and the Borrower in
writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to
funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply
with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or
under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable determination that
a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified
in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative
Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by
the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit
of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii)
taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment;
provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership
interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or


 




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permit such Lender (or
such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any
determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d)
above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be
deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative
Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each
Lender promptly following such determination.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback
Transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith.


 


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


 


“Eligible Assignee”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent (such approval not to be unreasonably withheld or delayed), and (ii) unless an Event of
Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided,
that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s
Affiliates or Subsidiaries.


 


“Eligible Ground
Lease” means, at any time, a ground lease (a) under which the Borrower or a Subsidiary of the Borrower is the lessee
or holds equivalent rights and is the fee owner of the improvements located thereon, (b) that has a remaining term of not less
than thirty (30) years; provided, however, with respect to that certain ground lease covering properties located
at 200 Alabama Avenue, Muscle Shoals, Alabama, 500 John Aldridge Drive, Tuscumbia, Alabama and 813 Keeler Lane, Tuscumbia, Alabama,
such remaining term may be less than thirty (30) years provided that the Borrower or such Subsidiary of the Borrower at all times
possesses a valid and enforceable irrevocable option to purchase the fee interest in such properties with no conditions or contingencies
other than the payment of a sum of less than $1,000.00, (c) under which any required rental payment, principal or interest
payment or other payment due under such lease from the Borrower or from such Subsidiary of the Borrower to the ground lessor is
not more than sixty (60) days past due and any required rental payment, principal or interest payment or other payment due
to such Borrower or Subsidiary of the Borrower under any sublease of the applicable real property lessor is not more than sixty (60)
days past due, (d) where no party to such lease is subject to a then-continuing Bankruptcy Event, (e) such ground lease (or
a related document executed by the applicable ground lessor) contains customary provisions protective of any lender to the lessee
and (f) where the Borrower’s or such Subsidiary of the Borrower’s interest in the underlying Real Property Asset or
the lease is not subject to (i) any Lien other than Permitted Liens and other encumbrances acceptable to the Administrative Agent
and the Required Lenders, in their discretion, or (ii) any Negative Pledge.


 




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“Engagement Letter”
means the letter agreement dated as of February 20, 2015 among the Borrower, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and the Administrative Agent, as amended and modified.


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 


“Equity Transaction”
means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than
an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with
the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based
compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b)
or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating
to Section 412 of the Internal Revenue Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an event or condition that could reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of
any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Borrower or any ERISA Affiliate.


 


“Eurodollar Loan”
means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”


 


“Eurodollar Rate”
means


 


(a)           For any
Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by


 




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Bloomberg (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
(in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period; and if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this
Agreement;


 


(b)          For any
interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at approximately
11:00 a.m., London time, determined two (2) Business Days prior to such date for Dollar deposits with a term of one month commencing
that day;


 


provided, that to the extent a comparable
or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner
consistent with market practice; and, provided, further, that to the extent such market practice is not administratively
feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the
Administrative Agent.


 


“Event of Default”
has the meaning provided in Section 8.01.


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Obligation under any Swap Contract if, and to the extent that,
all or a portion of the Guaranty of such Guarantor of, or the grant under a Credit Document by such Guarantor of a security interest
to secure, such Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application
or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 11.07 and any and
all guarantees of such Guarantor’s Obligations under any Swap Contract by other Credit Parties) at the time the Guaranty
of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Obligation. If an
Obligation under any Swap Contract arises under a Master Agreement governing more than one Swap Contract, such exclusion shall
apply to only the portion of such Obligations that is attributable to Swap Contracts for which such Guaranty or security interest
becomes illegal.


 


“Executive Order”
has the meaning provided in the definition of “Prohibited Person” in this Section 1.01.


 


“Extension of
Credit” means any Borrowing.


 


“Facilities”
has the meaning provided in Section 5.07(a).


 


“Facility Lease”
means a lease or master lease with respect to any Real Property Asset owned or ground leased by any of the Consolidated Parties
as lessor, to a third party Tenant, which, in the reasonable judgment of the Administrative Agent, is a triple net lease such that
such Tenant is required to pay all taxes, utilities, insurance, maintenance, casualty insurance payments and other expenses with
respect to the subject Real Property Asset (whether in the form of reimbursements or additional rent) in addition to the base rental
payments required


 




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thereunder such that net
operating income to the applicable Consolidated Party for such Real Property Asset (before non-cash items) equals the base rent
paid thereunder; provided, that each such lease or master lease shall be in form and substance reasonably satisfactory to
the Administrative Agent.


 


“FASB”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


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


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day immediately succeeding such day; provided, that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published
on the immediately succeeding Business Day, and (b) if no such rate is so published on such immediately succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to the next 1/100th of
1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.


 


“Fitch”
means Fitch Ratings, a Subsidiary of Fimalac, S.A., and any successor thereto.


 


“Foreign Lender”
has the meaning provided in Section 10.15(a)(i).


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States.


 


“Fund”
means any Person (other than a natural person) engaged in making, purchasing, holding or otherwise investing in commercial loans
and similar extensions of credit in the ordinary course of its business.


 


“Funded Debt”
means, as to any Person (or consolidated group of Persons) at a particular time, without duplication, all of the following, whether
or not included as indebtedness or liabilities in accordance with GAAP:


 


(a)      all obligations
for borrowed money, whether current or long-term (including the Obligations hereunder), and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;


 


(b)      all purchase
money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except
for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of
business) and all indebtedness and obligations in respect of the


 




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deferred purchase
price of property or services (other than trade accounts payable incurred in the ordinary course of business and payable on customary
trade terms);


 


(c)           all direct
obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including
bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements) to the extent such instruments
or agreements support financial, rather than performance, obligations;


 


(d)           the Attributable
Principal Amount of capital leases and Synthetic Leases;


 


(e)           the Attributable
Principal Amount of Securitization Transactions;


 


(f)           all preferred
stock and comparable equity interests providing for mandatory redemption, sinking fund or other like payments;


 


(g)          Support
Obligations in respect of Funded Debt of another Person (other than Persons in such group, if applicable); and


 


(h)          Funded
Debt of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and,
as such, has personal liability for such obligations, but only to the extent there is recourse to such Person (or, if applicable,
any Person in such consolidated group) for payment thereof.


 


For purposes hereof, the
amount of Funded Debt shall be determined based on the outstanding principal amount in the case of borrowed money indebtedness
under clause (a) and purchase money indebtedness and the deferred purchase obligations under clause (b), based on the
maximum amount available to be drawn in the case of letter of credit obligations and the other obligations under clause (c),
and based on the amount of Funded Debt that is the subject of the Support Obligations in the case of Support Obligations under
clause (g). For purposes of clarification, “Funded Debt” of Person constituting a consolidated group shall not
include inter-company indebtedness of such Persons, general accounts payable of such Persons which arise in the ordinary course
of business, accrued expenses of such Persons incurred in the ordinary course of business or minority interests in joint ventures
or limited partnerships (except to the extent set forth in clause (h) above).


 


“Funds From Operations”
means, with respect to any period, Omega REIT’s net income (or loss), plus depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures as hereafter provided. Notwithstanding contrary treatment under GAAP, for purposes
hereof, (a) “Funds From Operations” shall include, and be adjusted to take into account, Omega REIT’s interests
in unconsolidated partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as provided
in the “white paper” issued in April 2002 by the National Association of Real Estate Investment Trusts, a copy
of which has been provided to the Administrative Agent and the Lenders and (b) net income (or loss) shall not include gains (or,
if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales of property, (iii) sales
or redemptions of preferred stock, (iv) revenue or expenses related to owned and operated assets, (v) revenue or expense related
to FIN 46 consolidation requirements or (vi) any other Special Charges.


 




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“GAAP”
means generally accepted accounting principles in effect in the United States as set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board from time to time applied on a consistent basis, subject to the provisions of Section 1.03.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, and any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guaranteed Obligations”
has the meaning given to such term in Section 11.01(a).


 


“Guarantors”
means any Subsidiary of the Borrower that guarantees the loans and obligations hereunder pursuant to the Guaranty, in each case
with their successors and permitted assigns.


 


“Guaranty”
means the guaranty of the Obligations by each of the Guarantors pursuant to Article XI hereof.


 


“Hazardous Material”
means any toxic or hazardous substance, including petroleum and its derivatives regulated under the Environmental Laws.


 


“Healthcare Facilities”
means any skilled nursing facilities, mentally retarded and developmentally disabled facilities, rehab hospitals, long term acute
care facilities, intermediate care facilities for the mentally disabled, medical office buildings, domestic assisted living facilities,
independent living facilities or Alzheimer’s care facilities and any ancillary businesses that are incidental to the foregoing.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)      all Funded
Debt;


 


(b)      all contingent
obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including
bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements) to the extent such instruments
or agreements support financial, rather than performance, obligations;


 


(c)      net obligations
under any Swap Contract;


 


(d)      Support
Obligations in respect of Indebtedness of another Person; and


 


(e)      Indebtedness
of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as
such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.


 




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For purposes
hereof, the amount of Indebtedness shall be determined based on Swap Termination Value in the case of net obligations under Swap
Contracts under clause (c) and based on the outstanding principal amount of the Indebtedness that is the subject of the Support
Obligations in the case of Support Obligations under clause (d).


 


“Indemnified Liabilities”
has the meaning provided in Section 10.05.


 


“Indemnitees”
has the meaning provided in Section 10.05.


 


“Intangible Assets”
means all assets consisting of goodwill, patents, trade names, trademarks, copyrights, franchises, experimental expense, organization
expense, unamortized debt discount and expense, deferred assets (other than prepaid insurance and prepaid taxes), the excess of
cost of shares acquired over book value of related assets and such other assets as are properly classified as “intangible
assets” in accordance with GAAP.


 


“Interest Payment
Date” means, (a) as to any Base Rate Loan, the last Business Day of each March, June, September and December and
the Term Loan Maturity Date, and (b) as to any Eurodollar Loan, the last Business Day of each Interest Period for such Loan, the
date of repayment of principal of such Loan, and where the applicable Interest Period exceeds three months, the date every three
months after the beginning of such Interest Period. If an Interest Payment Date falls on a date that is not a Business Day, such
Interest Payment Date shall be deemed to be the immediately succeeding Business Day.


 


“Interest Period”
means, as to each Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued
as a Eurodollar Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice;
provided, that:


 


(a)          any Interest
Period that would otherwise end on a day that is not a Business Day shall be extended to the immediately succeeding Business Day
unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding
Business Day;


 


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


 


(c)           no Interest
Period shall extend beyond the Term Loan Maturity Date.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986 as amended.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, guaranty or assumption
of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or
a series of transactions) of assets of another


 




    	18



    	 



    

  


Person that constitute a
business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment.


 


“Investment Grade
Rating” means a Debt Rating of BBB-/Baa3 (or equivalent) or higher from any of Moody’s, S&P or Fitch.


 


“Investor Guarantor”
means any of the limited partners (other than Omega REIT or any Subsidiary of Omega REIT) of the Borrower that are a party to the
Investor Guaranty.


 


“Investor Guaranty”
means a guaranty which may be executed and delivered by one or more Investor Guarantors in accordance with Section 6.19,
in a form approved by Administrative Agent, which approval shall not be unreasonably withheld, delayed or conditioned, as the same
may be amended, supplemented or otherwise modified from time to time.


 


“IRS”
means the United States Internal Revenue Service.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“Lender”
means each of the Persons identified as a “Lender” on the signature pages hereto and each Person who joins as a Lender
pursuant to the terms hereof, together with their respective successors and assigns.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender set forth in such Lender’s Administrative Questionnaire or
such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“LIBOR”
has the meaning provided in the definition of “Eurodollar Rate” in this Section 1.01.


 


“LIBOR Rate”
has the meaning provided in the definition of “Eurodollar Rate” in this Section 1.01.


 


“Lien”
means any mortgage, deed of trust, deed to secured debt, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the
same economic effect as any of the foregoing).


 


“Loan”
means any Term Loan and the Base Rate Loans and Eurodollar Loans comprising such Loans.


 




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“Loan Notice”
means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar
Loans, which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved
by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved
by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“London Banking
Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar
market.


 


“Master Agreement”
has the meaning provided in the definition of “Swap Contract” in this Section 1.01.


 


“Material Adverse
Effect” means a material adverse effect on (a) the condition (financial or otherwise), operations, business, assets,
liabilities or prospects of Omega REIT and its Consolidated Subsidiaries taken as a whole, (b) the ability of the Borrower or the
other Credit Parties, taken as a whole, to perform any material obligation under the Credit Documents, or (c) the rights and
remedies of the Administrative Agent and the Lenders under the Credit Documents.


 


“Material Contract”
means, any agreement the breach, nonperformance or cancellation of which could reasonably be expected to have a Material Adverse
Effect.


 


“Material Group”
has the meaning specified in the definition of “Material Subsidiary.”


 


“Material Subsidiary”
means each Subsidiary or any group of Subsidiaries (a) which, as of the most recent fiscal quarter of Omega REIT for which financial
statements have been delivered pursuant to Section 6.01, contributed greater than $10,000,000 of Consolidated EBITDA for
the period of four (4) consecutive fiscal quarters then ended or (b) which contributed greater than $50,000,000 of Consolidated
Total Asset Value as of such date. A group of Subsidiaries (a “Material Group”) each of which is not otherwise
a Material Subsidiary (defined in the foregoing sentence) shall constitute a Material Subsidiary if the group taken as a single
entity satisfies the requirements of the foregoing sentence.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Mortgage Loan”
means any loan owned or held by any of the Consolidated Parties secured by a mortgage or deed of trust on Real Property Assets.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Negative Pledge”
means any agreement (other than this Credit Agreement or any other Credit Document) that in whole or in part prohibits the
creation of any Lien on any assets of a Person; provided, however, that an agreement that establishes a maximum ratio
of unsecured debt to unencumbered assets, or of secured debt to total assets, or that otherwise conditions a


 




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Person’s ability to
encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its
assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute
a “Negative Pledge” for purposes of this Credit Agreement.


 


“Net Revenue”
shall mean, with respect to any Real Property Asset for the applicable period, the sum of (a) rental payments received in
cash by the applicable Consolidated Party (whether in the nature of base rent, minimum rent, percentage rent, additional rent or
otherwise, but exclusive of security deposits, earnest money deposits, advance rentals, reserves for capital expenditures, charges,
expenses or items required to be paid or reimbursed by the Tenant thereunder and proceeds from a sale or other disposition) pursuant
to the Facility Leases applicable to such Real Property Asset, minus (b) expenses of the applicable Consolidated Party allocated
to such Real Property Asset, minus (c) to the extent increasing Net Revenue of the Consolidated Parties for such period,
all revenue directly attributable to FIN 46 consolidation requirements.


 


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


 


“Notes”
means a collective reference to the Term Notes; and “Note” means any one of them.


 


“Obligations”
means, without duplication, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party
arising under any Credit Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that
accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding, (b) all obligations under any Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender is a
party and (c) all obligations of any Credit Party under any treasury management agreement between any Credit Party and any Lender
or Affiliate of a Lender; provided, however, that the “Obligations” of a Credit Party shall exclude any
Excluded Swap Obligations with respect to such Credit Party.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Omega Holdco”
means OHI Healthcare Properties Holdco, Inc., a Delaware corporation, and its successors.


 


“Omega REIT”
means Omega Healthcare Investors, Inc., a Maryland corporation, and its successors.


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability
company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint


 




    	21



    	 



    

  


venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection
with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization
and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Outstanding Amount”
means the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of
Term Loans, as the case may be, occurring on such date.


 


“Participant”
has the meaning provided in Section 10.07(d).


 


“Patriot Act”
means the USA Patriot Act, Pub. L. No. 107-56 et seq.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which
the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other
plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan
years.


 


“Permitted Activity”
has the meaning provided in Section 7.14.


 


“Permitted Liens”
means, at any time, Liens in respect of the Borrower or any of its Subsidiaries permitted to exist at such time pursuant to the
terms of Section 7.01.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower
or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any
ERISA Affiliate.


 


“Platform”
has the meaning provided in Section 6.02.


 


“Pro Forma Basis”
shall mean, for purposes of determining the calculation of and compliance with the financial covenants set forth in Section
6.12(a), (b), (c), (d), (f) and (g) hereunder, that the subject transaction shall be deemed to have occurred
as of the first day of the period of four (4) consecutive fiscal quarters ending as of the end of the most recent fiscal quarter
for which annual or quarterly financial statements shall have been delivered in accordance with the provisions of this Credit Agreement.
Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (a) in the case of a Disposition, (i)
income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject
of such Disposition shall be excluded to the extent relating to any period prior to the date of the subject transaction, and (ii)
Indebtedness paid or retired in connection with the subject transaction shall be deemed to have been paid and retired as of the
first day of


 




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the applicable period; (b)
in the case of an Acquisition, (i) income statement items (whether positive or negative) attributable to the property, entities
or business units that are the subject of such Acquisition shall be included to the extent relating to any period prior to the
date of the subject transaction, and (ii) Indebtedness incurred in connection with the subject transaction shall be deemed to have
been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period utilizing
the actual interest rates thereunder or, if actual rates are not ascertainable, assuming prevailing interest rates hereunder) and
(c) in the case of an Equity Transaction, Indebtedness paid or retired in connection therewith shall be deemed to have been paid
and retired as of the first day of the applicable period.


 


“Prohibited Person”
means any Person (i) listed in the annex to, or who is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (the “Executive Order”); (ii) that is owned or controlled by,
or acting for or on behalf of, any person or entity that is listed in the annex to, or is otherwise subject to the provisions,
of the Executive Order; (iii) with whom a Person is prohibited from dealing or otherwise engaging in any transaction by any terrorism
or money laundering Law, including the Executive Order; (iv) who commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order; (v) that is named as a “specially designated national and blocked person” on the
most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any
replacement website or other replacement official publication of such list; or who is an Affiliate of a Person listed in clauses
(i) - (v) above.


 


“Property”
means all property owned or leased by a Credit Party or any of its Subsidiaries, both real and personal.


 


“Qualified ECP
Guarantor” means, at any time, each Credit Party with total assets exceeding $10,000,000 or that qualifies at such time
as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an
“eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualified Mortgage
Loan” means any Mortgage Loan that is secured by a first or second mortgage or a first or second deed of trust on Real
Property Assets so long as the mortgagor or grantor with respect to such Mortgage Loan is not delinquent sixty (60) days or more
in interest or principal payments due thereunder.


 


“Qualified REIT
Subsidiary” means the meaning given to such term in the Internal Revenue Code.


 


“Real Property
Asset” means, a parcel of real property, together with all improvements (if any) thereon, owned in fee simple or leased
pursuant to an Eligible Ground Lease by any Person; “Real Property Assets” means a collective reference to each
Real Property Asset.


 


“Register”
has the meaning provided in Section 10.07(c).


 


“Registered Public
Accounting Firm” has the meaning provided in the Securities Laws and shall be independent of Omega REIT as prescribed
by the Securities Laws.


 




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“Regulation U”
means Regulation U of the FRB, as in effect from time to time.


 


“Regulation X”
means Regulation X of the FRB, as in effect from time to time.


 


“REIT”
means a real estate investment trust as defined in Sections 856-860 of the Internal Revenue Code.


 


“REIT Credit Agreement”
means that certain Credit Agreement, dated as of June 27, 2014, by and among Omega REIT, as borrower, certain subsidiaries of Omega
REIT, as guarantors, the financial institutions party thereto from time to time, as lenders, and Bank of America, N.A., as administrative
agent, as amended, restated, supplemented or otherwise modified from time to time.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and
advisors of such Person and of such Person’s Affiliates.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has
been waived.


 


“Request for Extension
of Credit” means, with respect to a Borrowing of Loans or the conversion or continuation of Loans, a Loan Notice.


 


“Required Lenders”
means, as of any date of determination, two or more Lenders (except to the extent only one Lender exists as of such date) having
at least 50% of (a) the sum of the outstanding principal amount of the Term Loans and the aggregate Commitments or (b) if the aggregate
Commitments have expired or have been terminated pursuant to Article VIII, Lenders holding in the aggregate at least 50%
of the sum of the outstanding principal amount of the Term Loans; provided, that the unfunded Commitments of any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Responsible Officer”
means the chief executive officer, president, chief operating officer and chief financial officer of any Credit Party and solely
for the purposes of notices given pursuant to Article II, any other officer of the applicable Credit Party so designated by any
of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible
Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Credit Party.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.


 


“Sale and Leaseback
Transaction” means, with respect to Omega REIT or any Subsidiary of Omega REIT, any arrangement, directly or indirectly,
with any person whereby Omega REIT or such Subsidiary shall sell or transfer any property, real or personal, used or useful in
its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or


 




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other property that it intends
to use for substantially the same purpose or purposes as the property being sold or transferred.


 


“Sanction(s)”
means any international economic sanction or trade embargo administered or enforced by OFAC, the United Nations Security Council,
the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


“Sanctioned Person”
means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available
at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to
time, (b) (i) an agency of the government of a Designated Jurisdiction, (ii) an organization controlled by a Designated Jurisdiction,
or (iii) a Person resident in a Designated Jurisdiction, to the extent subject to a sanctions program administered by OFAC or (c)
any Person or Persons owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 


“Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing
principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight
Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.


 


“Securitization
Transaction” means any financing or factoring or similar transaction (or series of such transactions) entered by any
member of the Consolidated Parties pursuant to which such member of the Consolidated Parties may sell, convey or otherwise transfer,
or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights
to payment to a special purpose subsidiary or affiliate or any other Person.


 


“Senior Notes”
means collectively, the Senior Notes (2022), the Senior Notes (2024A), the Senior Notes (2024B), the Senior Notes (2025) and the
Senior Notes (2027).


 


“Senior Notes
(2022)” means any one of the 6.75% Senior Notes due 2022 issued by Omega REIT in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2022), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2024A)” means any one of the 5.875% Senior Notes due 2024 issued by Omega REIT in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2024A), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2024B)” means any one of the 4.950% Senior Notes due 2024 issued by Omega REIT in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2024B),


 




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as such Senior Notes may
be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Notes
(2025)” means any one of the 4.50% Senior Notes due 2025 issued by Omega REIT in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2025), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Notes
(2027)” means any one of the 4.50% Senior Notes due 2027 issued by Omega REIT in favor of the Senior Noteholders
pursuant to the Senior Note Indenture (2027), as such Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.


 


“Senior Note Indentures”
means collectively, the Senior Note Indenture (2022), the Senior Note Indenture (2024A), the Senior Note Indenture (2024B), the
Senior Note Indenture (2025) and the Senior Note Indenture (2027).


 


“Senior Note Indenture
(2022)” means the Indenture, dated as of October 4, 2010 by and among Omega REIT and the Senior Noteholders, as the same
may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note Indenture
(2024A)” means the Indenture, dated as of March 19, 2012 by and among Omega REIT and the Senior Noteholders, as the same
may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note Indenture
(2024B)” means the Indenture, dated as of March 11, 2014 by and among Omega REIT and the Senior Noteholders, as the same
may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note Indenture
(2025)” means the Indenture, dated as of September 11, 2014 by and among Omega REIT and the Senior Noteholders, as the
same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Note Indenture
(2027)” means the Indenture, dated as of March 18, 2015 by and among Omega REIT and the Senior Noteholders, as the same
may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Senior Noteholder”
means any one of the holders from time to time of the Senior Notes.


 


“Significant Acquisition”
means any acquisition or investment (in one or a series of related transactions) with an aggregate consideration in excess of $200,000,000.


 


“Solvent”
means, with respect to any person on a particular date, that on such date (a) the fair value of the property of such Person is
greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present
fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its
debts and other liabilities, contingent obligations and other


 




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commitments as they mature,
(d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability
to pay as such debts and liabilities mature, and (e) such Person is not engaged in a business or a transaction, and is not about
to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of
contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.


 


“Special Charges”
means, for any period, for the Consolidated Parties on a consolidated basis, all charges, costs or expenses of the Consolidated
Parties related to any of the following:


 


(a)           cash litigation
charges incurred by the Consolidated Parties; provided, that such amount shall not exceed an aggregate amount of $10,000,000
since June 27, 2014 and any such amounts in excess of $10,000,000 shall not be included in the determination of the Special Charges
Adjustment for any period;


 


(b)          non-cash
charges associated solely with respect to the write-down of the value of accounts due to straight-line rent;


 


(c)           other
than as set forth in clause (b) immediately above, additional non-cash charges associated with the write-down of the value of accounts
and/or notes receivable of the Consolidated Parties; provided, that such amount shall not exceed an aggregate amount of
$35,000,000 since June 27, 2014 and any such amounts in excess of $35,000,000 shall not be included in the determination of the
Special Charges Adjustment for any period;


 


(d)           non-cash
charges related to preferred stock redemptions and non-cash compensation expenses relating to restricted stock awards, stock options
or similar equity based compensation awards;


 


(e)           non-cash
charges incurred by the Consolidated Parties in association with the write-down of the value of any real properties;


 


(f)           to the
extent applicable, the satisfaction of outstanding unamortized loan fees with respect to the REIT Credit Agreement;


 


(g)          any other
non-cash charges associated with the sale or settlement by any Consolidated Party of any Swap Contract; and


 


(h)           charges
related to acquisition deal related costs.


 


“Special Charges
Adjustment” means, for any period, the amount which has been deducted for or in connection with any Special Charges (without
duplication among such items or items taken into account for previous period) in the determination of net income for the applicable
period for which a given Consolidated EBITDA calculation has been performed.


 




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“Specified Loan
Party” has the meaning provided in Section 11.07.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise provided, “Subsidiary” shall refer to a Subsidiary of the Borrower.


 


“Subsidiary Guarantor”
means each Subsidiary of the Borrower as of the Closing Date other than the Unrestricted Subsidiaries, together with each Subsidiary
of the Borrower subsequently created or acquired which becomes a Subsidiary Guarantor pursuant to Section 6.15(a) hereof.


 


“Subsidiary Guarantor
Joinder Agreement” means a joinder agreement in the form of Exhibit E to be executed by each new Subsidiary
of the Borrower that is required to become a Subsidiary Guarantor in accordance with Section 6.15(a) hereof.


 


“Support Obligations”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Support
Obligations shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good faith.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any


 




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combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject
to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to
the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement,
together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under
any Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced
in clause (a), the amounts determined as the mark-to-market values for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include
a Lender or any Affiliate of a Lender).


 


“Synthetic Lease”
means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement
that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.


 


“Tenant”
means any Person who is a lessee with respect to any lease held by a Consolidated Party as lessor or as an assignee of the lessor
thereunder.


 


“Term Loan”
has the meaning provided in Section 2.01(d)(i).


 


“Term Loan Commitment”
means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make its portion of the Term Loan to the
Borrower pursuant to Section 2.01(d), in the principal amount set forth opposite such Term Loan Lender’s name on Schedule
2.01; provided that, at any time after funding of a Term Loan, the determinations “Required Lender” shall also
be based on the outstanding principal amount of the such Term Loan. The aggregate principal amount of the Term Loan Commitments
of all the Term Loan Lenders as in effect on the Closing Date is One Hundred Million Dollars ($100,000,000).


 


“Term Loan Commitment
Percentage” means, at any time, for each Term Loan Lender, the percentage of the aggregate Term Loan (or aggregate Term
Loan Commitment, prior to the termination thereof) held by such Term Loan Lender to the aggregate Term Loan (or aggregate Term
Loan Commitments) held by all Term Loan Lenders, as such percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 10.07. The initial Term Loan Commitment Percentages are set forth on Schedule 2.01.


 


“Term Loan Extension
Request Date” has the meaning provided in Section 2.17(a).


 


“Term Loan Lenders”
means a collective reference to the Lenders holding Term Loans.


 




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“Term Loan Maturity
Date” means the later to occur of (a) June 27, 2017 and (b) if maturity is extended pursuant to Section 2.17,
such extended maturity date as determined pursuant to such section.


 


“Term Note”
means the promissory note in the form of Exhibit B, if any, given to each Term Loan Lender to evidence the Term Loan of
such Term Loan Lender, as amended, restated, modified, supplemented, extended, renewed or replaced.


 


“Threshold Amount”
means $25,000,000.


 


“Type”
means, with respect to any Term Loan, its character as a Base Rate Loan or a Eurodollar Loan.


 


“UCP”
means, with respect to any Letter of Credit, the “Uniform Customs and Practice for Documentary Credits”.


 


“Unconsolidated
Affiliates” means an Affiliate of Omega REIT whose financial statements are not required to be consolidated with the
financial statements of Omega REIT in accordance with GAAP.


 


“Unencumbered
Asset Value” means the sum of the following, without duplication: (a) the quotient of (1) Unencumbered Net
Revenue for the prior fiscal quarter (for Real Property Assets owned for the prior four (4) fiscal quarters), minus the
Unencumbered Net Revenue attributable to each Unencumbered Property sold or otherwise disposed of during such most recently ended
quarter, minus the Unencumbered Net Revenue from any Unencumbered Property acquired during the prior four (4) fiscal quarter
period, multiplied by four, divided by (2) the Capitalization Rate plus (b) the acquisition cost of each Unencumbered Property
acquired during the prior four (4) fiscal quarter period plus (c) the book value of unencumbered Qualified Mortgage Loans; provided,
that when calculating the Unencumbered Asset Value, (i) the aggregate occupancy of all Unencumbered Properties contributing to
the Unencumbered Asset Value, reported as of the last day of the most recently ended fiscal quarter period of Omega REIT, shall
be at least 78% of in-service beds and (ii) the aggregate amount of Qualified Mortgage Loans attributable to second mortgages or
second deeds of trust added pursuant to clause (c) of this definition shall not exceed $250,000,000.


 


“Unencumbered
Net Revenue” means, for any period, Net Revenue from all Unencumbered Properties.


 


“Unencumbered
Property” means, for any Real Property Asset, the following criteria:


 


(a)           to the
best of Borrower’s knowledge, does not have any title, survey, environmental, condemnation or condemnation proceedings, or
other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or finance such property;


 


(b)           is not
subject to a Negative Pledge or encumbered by a mortgage, deed of trust, lien, pledge, encumbrance or other security interest,
in each case, to secure Funded Debt, other than the Braswell Indebtedness;


 




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(c)           100% owned
in fee simple absolute or with a leasehold interest or similar arrangement providing the right to occupy Real Property Asset pursuant
to an Eligible Ground Lease, in either case, by the Borrower or a direct or indirect Subsidiary of the Borrower;


 


(d)          shall
be located in the United States;


 


(e)           is occupied
or available for occupancy (subject to final tenant improvements);


 


(f)           is leased
to a third party Tenant and operated by a third party operator;


 


(g)           the Tenant
at such facility is not delinquent sixty (60) days or more in rent payments.


 


“Unencumbered
Property Certificate” means a certificate signed by a Responsible Officer of the Borrower in a form to be agreed upon
between the Administrative Agent and the Borrower in their reasonable discretion.


 


“Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over
the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension
Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.


 


“United States”
or “U.S.” means the United States of America.


 


“Unreimbursed
Amount” has the meaning provided in Section 2.03(c)(i).


 


“Unrestricted
Subsidiaries” means the “Unrestricted Subsidiaries” as such term is defined from time to time in the Senior
Note Indentures; provided, that to the extent the Senior Note Indentures are, for any reason, all terminated, the term “Unrestricted
Subsidiaries” shall, for the remainder of the term of this Agreement, have the meaning assigned to such term in the Senior
Note Indentures immediately prior to the termination thereof.


 


“Wholly Owned”
means, with respect to any direct or indirect Subsidiary of any Person, that 100% of the Capital Stock with ordinary voting power
issued by such Subsidiary (other than directors’ qualifying shares and investments by foreign nationals mandated by applicable
Law) is beneficially owned, directly or indirectly, by such Person.


 


1.02       Interpretive
Provisions.


 


With reference to this
Credit Agreement and each other Credit Document, unless otherwise provided herein or in such other Credit Document:


 


(a)           The meanings
of defined terms are equally applicable to the singular and plural forms of the defined terms.


 




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(b)        (i)        The
words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.


 


(ii)      Unless
otherwise provided or required by context, Article, Section, Exhibit and Schedule references are to the Credit Document
in which such reference appears.


 


(iii)     The term
“including” is by way of example and not limitation.


 


(iv)     The term
“documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements
and other writings, however evidenced, whether in physical or electronic form.


 


(c)           In the
computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including”; the words “to” and “until” each mean “to but excluding”; and the word “through”
means “to and including.”


 


(d)          Section headings
herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation
of this Credit Agreement or any other Credit Document.


 


1.03        Accounting
Terms.


 


(a)           All accounting
terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements except as otherwise specifically prescribed herein.


 


(b)           The Borrower
will provide a written summary of material changes in GAAP or in the consistent application thereof with each annual and quarterly
Compliance Certificate delivered in accordance with Section 6.02(a). If at any time any change in GAAP or in the consistent
application thereof would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either
the Borrower or the Required Lenders shall object in writing to determining compliance based on such change, then such computations
shall continue to be made on a basis consistent with the most recent financial statements delivered pursuant to Section 6.01(a)
or (b) as to which no such objection has been made.


 


(c)            Determinations
of the calculation of and compliance with the financial covenants set forth in Section 6.12(d), (f) and (g)
hereunder shall be made on a Pro Forma Basis.


 




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1.04        Rounding.


 


Any financial ratios required
to be maintained by Omega REIT and the Borrower pursuant to this Credit Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05        References
to Agreements and Laws.


 


Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including the Credit Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but
only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any
Credit Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.


 


1.06        Times of
Day; Rates.


 


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


 


The Administrative Agent
does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration,
submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable
or successor rate thereto.


 


Article
II

COMMITMENTS AND EXTENSION OF CREDITS


 


2.01       Commitments.


 


Subject to the terms and
conditions set forth herein:


 


(a)            [Reserved].


 


(b)           [Reserved].


 


(c)            [Reserved].


 


(d)           Term
Loans.


 


(i)        Each Term
Loan Lender severally agrees to make term loans (each a “Term Loan”) to the Borrower in Dollars on the Closing
Date; provided, that after giving effect to any such Term Loan, (i) with regard to the Term Loan Lenders collectively, the
aggregate outstanding principal amount of Term Loans shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000), and


 




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(ii) with regard
to each Term Loan Lender individually, such Term Loan Lender’s Term Loan Commitment Percentage of outstanding Term Loans
shall not exceed its respective Term Loan Commitment.


 


(ii)       Term Loans
may consist of Base Rate Loans, Eurodollar Loans, or a combination thereof, as provided herein. Term Loans may be repaid in whole
or in part at any time but amounts repaid on the Term Loan may not be reborrowed.


 


2.02       Borrowings,
Conversions and Continuations.


 


(a)           Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Loan
Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) with respect to
Eurodollar Loans, three (3) Business Days prior to, or (B) with respect to Base Rate Loans, on the requested date of,
the requested date of any Borrowing, conversion or continuation. Each telephonic notice pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and
signed by a Responsible Officer of the Borrower. Each Borrowing, conversion or continuation shall be in a principal amount of
(i) with respect to Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof or (ii) with respect to
Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written)
shall specify (i) whether such request is for a Borrowing, conversion, or continuation, (ii) the requested date of such
Borrowing, conversion or continuation (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed, converted or continued, and (v) if applicable, the duration of
the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or
converted to, Base Rate Loans. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Loans in any Loan Notice, but fails to specify an Interest Period, the Interest
Period will be deemed to be one month.


 


(b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender, as applicable, of the amount of its Term
Loan Commitment Percentage of the applicable Loans, as the case may be, and if no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender, as applicable, shall make the amount
of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not
later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Extension of Credit, Section 4.01), the Administrative
Agent shall make all funds so


 




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received
available to the party referenced in the applicable Loan Notice in like funds as received by the Administrative Agent either
by (i) crediting the account of the applicable party on the books of the Administrative Agent with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower.


 


(c)          Except
as otherwise provided herein, without the consent of the Required Lenders, (i) a Eurodollar Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Loan and (ii) any conversion into, or continuation as, a Eurodollar
Loan may be made only if the conditions to Extension of Credits in Section 4.02 have been satisfied. During the existence
of a Default or Event of Default, (i) no Loan may be requested as, converted to or continued as a Eurodollar Loan and (ii) at
the request of the Required Lenders, any outstanding Eurodollar Loan shall be converted immediately to a Base Rate Loan.


 


(d)          The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent
shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate
promptly following the public announcement of such change.


 


(e)          After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than five (5) Interest Periods in effect with respect to Loans.


 


2.03        [Reserved].


 


2.04        [Reserved].


 


2.05        Repayment
of Loans.


 


The Borrower
shall repay to the Term Loan Lenders on the Term Loan Maturity Date the aggregate principal amount of Term Loans outstanding on
such date.


 


2.06        Prepayments.


 


(a)          Voluntary
Prepayments. The Loans may be repaid in whole or in part without premium or penalty (except, in the case of Loans other than
Base Rate Loans, amounts payable pursuant to Section 3.05); provided, that (i) notice thereof must be in form
acceptable to the Administrative Agent and be received by 11:00 a.m. by the Administrative Agent (A) at least three (3)
Business Days prior to the date of prepayment of Eurodollar Loans, and (B) on the Business Day prior to the date of prepayment
of Base Rate Loans, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000 and integral multiples of
$1,000,000 in excess thereof, in the case of Eurodollar Loans, and a minimum principal amount of $500,000 and integral multiples
of $100,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire


 




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principal amount
thereof, if less. Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount
of prepayment and the Loans and Types of Loans which are to be prepaid. The Administrative Agent will give prompt notice to the
applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. Prepayments of Eurodollar Loans hereunder
shall be accompanied by accrued interest thereon and breakage amounts, if any, under Section 3.05.


 


(b)          [Reserved].


 


(c)          Application.
Within each Loan, prepayments will be applied first to Base Rate Loans, then to Eurodollar Loans in direct order of Interest Period
maturities. In addition, voluntary prepayments shall be applied as specified by the Borrower. Voluntary prepayments on the Term
Loans will be paid by the Administrative Agent to the Term Loan Lenders ratably in accordance with their respective interests therein.


 


2.07        [Reserved].


 


2.08        Interest.


 


(a)          Subject
to the provisions of subsection (b) below, (i) each Eurodollar Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Rate; and (ii) each Loan that is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)          If
any amount payable by the Borrower under any Credit Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. Furthermore, upon the
written request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount
of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.


 


(c)          Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


2.09        Fees.


 


(a)          [Reserved].


 


(b)          [Reserved].


 




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(c)          Upfront
and Other Fees. The Borrower agrees to pay to the Administrative Agent for the benefit of the Lenders the upfront and other
fees provided in the Engagement Letter.


 


(d)          [Reserved].


 


(e)          Administrative
Agent’s Fees. The Borrower agrees to pay the Administrative Agent such fees as provided in the Engagement Letter or as
may be otherwise agreed by the Administrative Agent and the Borrower from time to time.


 


(f)          Other
Fees.


 


(i)          The
Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the
times specified in the Engagement Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 


(ii)         The
Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times
so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


2.10        Computation
of Interest and Fees.


 


All computations of interest
for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid; provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a),
bear interest for one day.


 


2.11        Payments
Generally.


 


(a)          All
payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately
available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to
each Lender its Term Loan Commitment Percentage (or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m.
shall be deemed received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue.


 




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(b)          Subject
to the definition of “Interest Period,” if any payment to be made by the Borrower shall come due on a day other than
a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.


 


(c)          Unless
the Borrower or any Lender has notified the Administrative Agent, prior to the date (or in the case of any Base Rate Loan, prior
to 12:00 (Noon) on the date of such Borrowing) any payment is required to be made by it to the Administrative Agent hereunder,
that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in
fact made to the Administrative Agent in immediately available funds, then:


 


(i)          if
the Borrower fails to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of
such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect
of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such
amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect;
and


 


(ii)         if
any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof
in immediately available funds, together with interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation
Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If
such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent
may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing.
Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights that
the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


A notice of the Administrative Agent to any
Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.


 


(d)          If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this


 




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Article II,
and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Extension
of Credit set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof or for any other
reason, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


(e)          The
obligations of the Term Loan Lenders hereunder to make Term Loans are several and not joint. The failure of any Lender to make
any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date,
nor relieve Borrower from any obligations hereunder to the Lenders which fulfill such obligations and no Lender shall be responsible
for the failure of any other Lender to so make its Loan.


 


(f)          Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute
a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.


 


(g)          If
at any time insufficient funds are received by or are available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs
and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment
of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (iii) third, toward repayment of principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such parties.


 


2.12        Sharing
of Payments.


 


If any Lender shall obtain
on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise, but excluding any payments made to a Lender in error by the Administrative Agent (which such payments shall be returned
by the Lender to the Administrative Agent immediately upon such Lender’s obtaining knowledge that such payment was made in
error)) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify
the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as
shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans pro rata with each of them;
provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into
by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay
to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable
share (according to the proportion of (A) the amount of such paying Lender’s required repayment to (B) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the
total amount so recovered, without


 




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further interest thereon
and (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower
pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence
of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Loans to any assignee or participant, other than an assignment to any Credit Party or any Subsidiary thereof (as
to which the provisions of this Section shall apply). The Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject
to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence
of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases
or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the
right to give all notices, requests, demands, directions and other communications under this Credit Agreement with respect to the
portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations
purchased.


 


2.13        Evidence
of Debt.


 


The Extension of Credits
made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent
in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Extension of Credits made by the Lenders to the Borrower and the interest and payments
thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest error. The Borrower shall execute and deliver
to the Administrative Agent a Note for each Lender, requesting a Note, which Note shall evidence such Lender’s Loans in addition
to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount
and maturity of its Loans and payments with respect thereto.


 


2.14        [Reserved].


 


2.15        Defaulting
Lenders.


 


(a)          Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.


 




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(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event
of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders
pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.


 


(b)          Defaulting
Lender Cure.   If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to
be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages), whereupon such Lender will cease to
be a Defaulting Lender provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 




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2.16         [Reserved].


 


2.17         Extension
of Term Loan Maturity Date.


 


(a)          Requests
for Extension.     The Borrower may, at its option, by notice to the Administrative Agent (who shall promptly notify the Term Loan
Lenders) not earlier than one hundred twenty (120) days and not later than thirty (30) days prior to the then applicable Term Loan
Maturity Date (the date of such notice, the “Term Loan Extension Request Date”), elect to extend the Term Loan
Maturity Date twice, the first extension until June 27, 2018 and the second extension until June 27, 2019.


 


(b)          Conditions
to Effectiveness of Extensions.     Notwithstanding the foregoing, the extension of the Term Loan Maturity Date pursuant to this
Section shall not be effective unless:


 


(i)          no
Default or Event of Default exists on the Term Loan Extension Request Date and the date of such extension;


 


(ii)         the
representations and warranties of the Credit Parties contained in this Credit Agreement and the other Credit Documents are true
and correct in all material respects on and as of the Term Loan Extension Request Date and the date of such extension, other than
those representations and warranties which specifically refer to an earlier date, in which case they are true and correct in all
material respects as of such earlier date; provided, for purposes of this Section 2.17, the representations
and warranties contained in Subsection (a) of Section 5.01 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01;


 


(iii)        the
Administrative Agent shall have received, for the benefit of the Term Loan Lenders (to be allocated on a pro rata basis after giving
effect to such extension) from the Borrower (A) in the case of the first extension of the Term Loan Maturity Date, an extension
fee in aggregate amount equal to 0.10% of the outstanding principal amount of the Term Loan on the date of such extension and (B)
in the case of the second extension of the Term Loan Maturity Date, an extension fee in aggregate amount equal to 0.20% of the
outstanding principal amount of the Term Loan on the date of such extension.


 


(c)          Conflicting
Provisions.     This Section shall supersede any provisions in Section 10.01 to the contrary.


 


Article
III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01         Taxes.


 


(a)          (i)          Any
and all payments by any Credit Party to or for the account of the Administrative Agent or any Lender under any Credit Document
shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of


 




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the Administrative
Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise and excise taxes imposed on it (in
lieu of net income taxes), as a result of a present or former connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, delivered
or performed its obligations or received a payment under, or enforced, this Credit Agreement or any other Credit Document) (all
such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as “Taxes”).


 


(ii)         If
any Credit Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any taxes, including
both United States Federal backup withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make
such deductions as are determined by the Administrative Agent to be required, (B) the Administrative Agent shall timely pay the
full amount withheld or deducted to the relevant taxation authority in accordance with the Internal Revenue Code, and (C) to the
extent that the withholding or deduction is made on account of Taxes, the sum payable by the applicable Credit Party shall be increased
as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to
additional sums payable under this Section 3.01) the applicable recipient receives an amount equal to the sum it would have received
had no such withholding or deduction been made.


 


(iii)        If
any Credit Party or the Administrative Agent shall be required by any Laws other than the Internal Revenue Code to deduct any Taxes
from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (A) the sum payable
by the applicable Credit Party shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount
equal to the sum it would have received had no such deductions been made, (B) such Credit Party or the Administrative Agent shall
make such deductions, (C) such Credit Party or the Administrative Agent shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (D) within thirty (30) days after the date of such payment,
such Credit Party shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof.


 


(b)          In
addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes or charges or similar levies
which arise from any payment made under any Credit Document or from the execution, delivery, performance, enforcement or registration
of, or otherwise with respect to, any Credit Document (hereinafter referred to as “Other Taxes”). For the avoidance
of doubt, “Other Taxes”


 




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shall not include
any taxes assessed on the net or gross income of a taxpayer, regardless of whether such taxes are designated excise or property
taxes.


 


(c)          (i)          If
the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Credit
Document to the Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent or to such Lender,
as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Lender specifies
is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income)
that the Administrative Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed.


 


(ii)         Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand
therefore, (x) the Administrative Agent against any Taxes attributable to such Lender (but only to the extent that any Credit
Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Credit Parties
to do so) and (y) the Administrative Agent and the Credit Parties, as applicable, against any taxes excluded from the definition
of Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection
with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto whether or not such taxes were
correctly or legally imposed or asserted by the relevant taxation authority. A certificate as to the amount of such payment or
liability delivered to any Lender by the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii).


 


(d)          The
Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including
any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) that are paid by the Administrative
Agent and such Lender and that are the responsibility of the Borrower, (ii) amounts payable under Section 3.01(c)
and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto,
in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. Each of the Credit Parties agree, jointly and severally, to indemnify the Administrative Agent for any amount which
a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) above.
Payment under this subsection (d) shall be made within thirty (30) days after the date the Lender or the Administrative Agent
makes a written demand therefor.


 


(e)          For
purposes of determining withholding Taxes imposed under the FATCA, from and after the Closing Date, the Borrower and the Administrative
Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans


 




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as not qualifying
as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


3.02        Illegality.


 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Eurodollar Rate,
then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make
or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.


 


3.03        Inability
to Determine Rates.


 


If the Required Lenders
determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Loan, or that the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurodollar Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate
Loans in the amount specified therein.


 


3.04        Increased
Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans.


 


(a)          If
any Lender determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall be any increase
in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Loans or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a)
any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall
govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of


 




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either thereof
under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c)),
then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall
pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.


 


(b)          If
any Lender determines that any Change in Law regarding capital adequacy or liquidity requirements, or compliance by such Lender
(or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies (and
the policies of such Lender’s holding company) with respect to capital adequacy and such Lender’s desired return on
capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.


 


(c)          The
Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional
interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan
by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan; provided, the Borrower shall have received at least fifteen (15)
days’ prior written notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable
fifteen (15) days from receipt of such notice.


 


3.05         Funding
Losses.


 


Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)          any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)          any
assignment of a Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.16;


 


including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate


 




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the deposits from which
such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with
the foregoing.


 


For purposes of calculating amounts payable
by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Loan made by it at the Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing
in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan
was in fact so funded.


 


3.06        Matters
Applicable to all Requests for Compensation.


 


(a)          A
certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount,
the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.


 


(b)          Upon
any Lender’s making a claim for compensation under Section 3.01 or 3.04, the Borrower may replace such
Lender in accordance with Section 10.16.


 


3.07        Survival.


 


All of the Borrower’s
obligations under this Article III shall survive termination of the Commitments and repayment of all other Obligations hereunder.


 


Article
IV


CONDITIONS PRECEDENT TO EXTENSION OF CREDITS


 


The obligation of each
Lender to make Extensions of Credit hereunder is subject to satisfaction of the following conditions precedent:


 


4.01        Conditions
to Initial Extensions of Credit.


 


The obligation of the Lenders
to make the initial Extension of Credit hereunder is subject to the satisfaction of such of the following conditions in all material
respects on or prior to the Closing Date as shall not have been expressly waived in writing by the Administrative Agent and Lenders.


 


(a)          Credit
Documents, Organization Documents, Etc. The Administrative Agent’s receipt of the following, each of which shall be originals
or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the
signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before
the Closing Date) and each in form and substance satisfactory to the Administrative Agent:


 


(i)          executed
counterparts of this Credit Agreement and the other Credit Documents;


 




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(ii)         a
Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii)        copies
of the Organization Documents of each Credit Party (not included in (iv) below) certified to be true and complete as of a recent
date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable,
and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date;


 


(iv)        with
respect to the Credit Parties (other than the Borrower) that are credit parties or subsidiary guarantors under the REIT Credit
Agreement, a certificate by a secretary or assistant secretary of such Credit Parties that the Organization Documents delivered
to the Administrative Agent in connection with the REIT Credit Agreement are still in full force and effect and have not been amended,
restated, replaced or otherwise modified since the closing of the REIT Credit Agreement;


 


(v)         such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Documents to which
such Credit Party is a party; and


 


(vi)        such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized
or formed, and is validly existing, in good standing and qualified to engage in business in the jurisdiction of their incorporation
or organization.


 


(b)          Opinions
of Counsel. The Administrative Agent shall have received, in each case dated as of the Closing Date and in form and substance
reasonably satisfactory to the Administrative Agent a legal opinion of (i) Kaye Scholer LLP, special New York and Delaware counsel
for the Credit Parties and (ii) special local counsel for the Credit Parties for the states of Maryland and Ohio, in each case
addressed to the Administrative Agent, its counsel and the Lenders.


 


(c)          Officer’s
Certificates. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer
of the Borrower as of the Closing Date, in a form satisfactory to the Administrative Agent, stating that (i) each Credit Party
is in compliance with all existing financial obligations (whether pursuant to the terms and conditions of this Credit Agreement
or otherwise), (ii) all governmental, shareholder and third party consents and approvals, if any, with respect to the Credit Documents
and the transactions contemplated thereby have been obtained, (iii) no action, suit, investigation or proceeding is pending or
threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any Consolidated Party
or any transaction contemplated by the Credit Documents, if such action, suit,


 




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investigation or
proceeding could have a Material Adverse Effect, (iv) immediately prior to and following the transactions contemplated herein,
each of the Credit Parties shall be Solvent, and (v) immediately after the execution of this Credit Agreement and the other Credit
Documents, (A) no Default or Event of Default exists and (B) all representations and warranties contained herein and in the other
Credit Documents are true and correct in all material respects.


 


(d)          Financial
Statements.    Receipt by the Administrative Agent and the Lenders of (i) pro forma projections of financial statements (balance
sheet, income and cash flows) for each of the fiscal years of the Consolidated Parties through December 31, 2018 and (ii) such
other information relating to the Consolidated Parties as the Administrative Agent may reasonably require in connection with the
structuring and syndication of credit facilities of the type described herein.


 


(e)          Opening
Compliance Certificate.     Receipt by the Administrative Agent of a Compliance Certificate as of the Closing Date signed by a
Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts
set forth in the Audited Financial Statements and taking into account any Extension of Credit made or requested hereunder as of
such date and (ii) pro forma calculations of all financial covenants contained herein for each of the following four (4) fiscal
quarters (based on the projections set forth in the materials delivered pursuant to clause (d) of this Section 4.01).


 


(f)          Unencumbered
Property Certificate.     Receipt by the Administrative Agent of an Unencumbered Property Certificate as of the Closing Date signed
by a Responsible Officer of the Borrower.


 


(g)          Consents/Approvals.
    The Credit Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings
and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under,
conflict with or violation of (i) any applicable Law or (ii) any agreement, document or instrument to which any Credit Party is
a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings
and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B)
restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the
Borrower or any other Credit Party to fulfill its respective obligations under the Credit Documents to which it is a party.


 


(h)          Material
Adverse Change.     No material adverse change shall have occurred since December 31, 2013 in the condition (financial or
otherwise), business, assets, operations, management or prospects of Omega REIT and its Consolidated Subsidiaries, taken as a whole.


 


(i)          Litigation.
    There shall not exist any pending or threatened action, suit, investigation or proceeding against any Credit Party or any of their
Affiliates that could


 




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reasonably be expected
to have a Material Adverse Effect or could otherwise materially and adversely affect the transactions set forth herein or contemplated
hereby.


 


(j)          Acquisition
of Aviv REIT, Inc. Receipt by the Administrative Agent of satisfactory evidence that Omega REIT has simultaneously consummated
the acquisition of Aviv REIT, Inc.


 


(k)          Fees
and Expenses. Payment by the Credit Parties to the Administrative Agent of all fees and expenses relating to the preparation,
execution and delivery of this Credit Agreement and the other Credit Documents which are due and payable on the Closing Date, including,
without limitation, payment to the Administrative Agent of the fees set forth in the Engagement Letter.


 


Without limiting the generality
of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.


 


4.02         Conditions
to Extensions of Credit.


 


The obligation of any Lender
to make any Extension of Credit hereunder is subject to the satisfaction of such of the following conditions on or prior to the
proposed date of the making of such Extension of Credit:


 


(a)          The
Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 4.01
for the initial Extension of Credit shall have been met as of the Closing Date;


 


(b)          No
Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist
immediately thereafter; and


 


(c)          The
representations and warranties of the Borrower made in or pursuant to the Credit Documents shall be true in all material respects
on and as of the date of such Extension of Credit.


 


The making of such Extension of Credit hereunder
shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the facts specified in clauses (b)
and (c) of this Section.


 


Article
V

REPRESENTATIONS AND WARRANTIES


 


The Credit Parties represent
and warrant, as applicable, to the Administrative Agent and the Lenders that:


 




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5.01        Financial
Statements; No Material Adverse Effect.


 


(a)          The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Parties as of the
date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments
and Indebtedness.


 


(b)          [Reserved].


 


(c)          During
the period from December 31, 2014, to and including the Closing Date, there has been no sale, transfer or other disposition by
any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase
or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation
to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in
the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or
prior to the Closing Date.


 


(d)          The
financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP
(except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed
in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the
Consolidated Parties as of such date and for such periods.


 


(e)          Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


5.02        Corporate
Existence and Power.


 


Each of the Credit Parties
is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under
the laws of its jurisdiction of incorporation or organization, has all organizational powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now conducted and is duly qualified as a foreign entity
and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of
its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing
would not, in the aggregate, have a Material Adverse Effect.


 


5.03        Corporate
and Governmental Authorization; No Contravention.


 


The execution, delivery
and performance by each Credit Party of each Credit Document to which such Person is party, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s


 




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Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to
which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law (including Regulation U or Regulation X issued
by the FRB).


 


5.04        Binding
Effect.


 


This Credit Agreement has
been, and each other Credit Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party
that is a party thereto. This Credit Agreement constitutes, and each other Credit Document when so delivered will constitute, a
legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is a party thereto in accordance
with its terms except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


 


5.05        Litigation.


 


There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Responsible Officers of the Credit Parties, threatened at law,
in equity, in arbitration or before any Governmental Authority, by or against any Credit Party or against any of its properties
or revenues that (a) purport to affect or pertain to this Credit Agreement or any other Credit Document, or any of the transactions
contemplated hereby or (b) either individually or in the aggregate, can reasonably be expected to be determined adversely, and
if so determined to have a Material Adverse Effect.


 


5.06        Compliance
with ERISA.


 


(a)          Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Federal
or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto
and, to the knowledge of the Responsible Officers of the Credit Parties, nothing has occurred which would prevent, or cause the
loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to
Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Plan.


 


(b)          There
are no pending or, to the knowledge of the Responsible Officers of the Credit Parties, threatened claims (other than routine claims
for benefits), actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be
expected to have a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate or, to the knowledge of the Responsible
Officers of the Credit Parties, any other Person has engaged in any prohibited transaction or violation of the fiduciary


 




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responsibility
rules under ERISA or the Internal Revenue Code with respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.


 


(c)          (i)          No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) the Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving
of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect
to a Multiemployer Plan; and (v) the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069
or 4212(c) of ERISA.


 


5.07        Environmental
Matters.


 


Except as could not reasonably
be expected to have a Material Adverse Effect:


 


(a)          To
the knowledge of the Responsible Officers of the Borrower, each of the facilities and real properties owned, leased or operated
by any Credit Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance
with all applicable Environmental Laws in all material respects and there is no violation, in any material respect, of any Environmental
Law with respect to the Facilities or the businesses operated by any Credit Party or any Subsidiary at such time (the “Businesses”),
and there are no conditions relating to the Facilities or the Businesses that are likely to give rise to liability under any applicable
Environmental Laws.


 


(b)          To
the knowledge of the Responsible Officers of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous
Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give
rise to liability under, applicable Environmental Laws.


 


(c)          To
the knowledge of the Responsible Officers of the Borrower, no Credit Party nor any Subsidiary has received any written or verbal
notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities
or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened.


 


(d)          To
the knowledge of the Responsible Officers of the Borrower, Hazardous Materials have not been transported or disposed of from the
Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities, in each case by or on behalf of
any Credit Party or any Subsidiary in violation of, or in a manner that is likely to give rise to liability under, any applicable
Environmental Law.


 


(e)          To
the knowledge of the Responsible Officers of the Borrower, no judicial proceeding or governmental or administrative action is pending
or threatened,


 




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under any Environmental
Law to which any Credit Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental
Law with respect to any Credit Party, any Subsidiary, the Facilities or the Businesses.


 


(f)          To
the knowledge of the Responsible Officers of the Borrower, there has been no release or threat of release of Hazardous Materials
at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Credit
Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in
amounts or in a manner that is likely to give rise to liability under any applicable Environmental Laws.


 


5.08        Margin
Regulations; Investment Company Act.


 


(a)          No
Credit Party is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or
carrying margin stock and no part of the proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing
or carrying any margin stock.


 


(b)          None
of the Credit Parties are (i) required to be registered as an “investment company” under the Investment Company Act
of 1940 or (ii) subject to regulation under any other Law which limits its ability to incur the Obligations.


 


5.09         Compliance
with Laws.


 


Each of the Borrower
and each of its Subsidiaries is in compliance in all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


5.10        Ownership
of Property; Liens.


 


Each of the Borrower and
each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all applicable
Real Property Assets, except for Permitted Liens and such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Set forth on the most recently delivered Unencumbered Property Certificate required
pursuant to Section 6.02, is a list of all Unencumbered Properties (Unencumbered Asset Value). The Unencumbered Properties
listed on the Unencumbered Property Certificate are the same as the properties listed on the corresponding certificate most recently
delivered by Omega REIT pursuant to Section 6.02 of the REIT Credit Agreement. The Property of the Borrower and its Subsidiaries
is subject to no Liens, other than Permitted Liens.


 




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5.11        Corporate
Structure; Capital Stock, Etc.


 


Set forth on Schedule 5.11
is a complete and accurate list of each Credit Party and each Subsidiary of any Credit Party, together with (a) jurisdiction of
organization, (b) number of shares of each class of Capital Stock outstanding, (c) number and percentage of outstanding shares
of each class owned (directly or indirectly) by any Credit Party or any Subsidiary and (d) U.S. taxpayer identification number.
Subject to Section 7.03, the Borrower has no equity Investments in any other Person other than those specifically disclosed
on Schedule 5.11, as such schedule may be updated from time to time pursuant to Section 6.02. The outstanding
Capital Stock owned by any Credit Party are validly issued, fully paid and non-assessable and free of any Liens, warrants, options
and rights of others of any kind whatsoever.


 


5.12        Labor
Matters.


 


There are no collective
bargaining agreements or Multiemployer Plans covering the employees of the Borrower as of the Closing Date and the Borrower (a) has
not suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years or (b) to
the knowledge of the Responsible Officers of the Borrower there has not been any potential or pending strike, walkout or work stoppage.
No unfair labor practice complaint is pending against the Borrower.


 


5.13        No
Default.


 


Neither the Borrower nor
any of its Subsidiaries is in default under or with respect to any Contractual Obligation that could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.14        Solvency.


 


Immediately before and
immediately after giving effect to this Agreement, (a) the Borrower is Solvent and (b) the other Credit Parties are Solvent on
a consolidated basis.


 


5.15        Taxes.


 


The Borrower and its Subsidiaries
have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state
and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income
or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been established in accordance with GAAP. To the knowledge of the Responsible Officers
of the Borrower, there is no proposed tax assessment against any Credit Party that would, if made, have a Material Adverse Effect.


 


5.16        REIT
Status.


 


Omega REIT is taxed as
a “real estate investment trust” within the meaning of Section 856(a) of the Internal Revenue Code and each of
the Credit Parties are Qualified REIT Subsidiaries.


 




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5.17        Insurance.


 


The Real Property Assets
of the Borrower and its Subsidiaries are insured, to Borrower’s knowledge, with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried
by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary
operates.


 


5.18        Intellectual
Property; Licenses, Etc.


 


The Borrower and its Subsidiaries
own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises,
licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person, except, in each case, where the failure to do so could not reasonably be
expected to have a Material Adverse Effect. To the knowledge of the Credit Parties, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary
infringes upon any rights held by any other Person except where such infringement could not reasonably be expected to have a Material
Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened,
which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


5.19        Disclosure.


 


Each Credit Party has disclosed
to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. To each Credit Party’s knowledge, no report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of any Credit Party to the Administrative Agent or
any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Credit Document (in each case, as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that, with respect to projected financial information, each Credit
Party represents only that, to each Credit Party’s knowledge, such information was prepared in good faith based upon assumptions
believed to be reasonable at the time, with the understanding that certain of such information is prepared or provided by each
Credit Party based upon information and assumptions provided to such Credit Parties by Tenants of such Credit Parties.


 


5.20        Anti-Terrorism
Laws.


 


No Consolidated Party,
any Affiliate thereof, or any of their respective officers, employees, directors or agents is an “enemy” or an “ally
of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50
U.S.C. App. §§ 1 et seq.) (the “Trading with the Enemy Act”), as amended. No Consolidated Party,
any Affiliate thereof, or any of their respective officers, employees, directors or agents is in violation of (a) the


 




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Trading with the Enemy Act,
as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto, (c) the Patriot Act or (d) the Laws
of any applicable jurisdiction related to bribery or anti-corruption. Set forth on Schedule 5.20 is the exact legal name
of each Consolidated Party, the state of incorporation or organization, the chief executive office, the principal place of business,
the jurisdictions in which the Consolidated Parties are qualified to do business, the federal tax identification number and organization
identification number of each of the Consolidated Parties as of the Closing Date. The Borrower has implemented and maintains in
effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,
officers, employees and agents with anti-corruption Laws and applicable Sanctions.


 


5.21        OFAC.


 


No Consolidated Party,
any Affiliate thereof, or any of their respective officers, employees, directors or agents (a) is a Sanctioned Person, (b) has
any of its assets in Designated Jurisdictions, or (c) derives any of its operating income from investments in, or transactions
with, Sanctioned Persons or Designated Jurisdictions. No part of the proceeds of any Loans hereunder will be used directly or indirectly
to fund any operations in, finance any investments or activities in or make any payments to a Sanctioned Person or a Designated
Jurisdiction or for any payments to any governmental official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended and in effect from time
to time.


 


Article
VI

AFFIRMATIVE COVENANTS


 


The Borrower hereby covenants
and agrees (on its own behalf and on behalf of the other Credit Parties, Omega REIT and Omega Holdco, as applicable) that until
the Obligations, together with interest, fees and other obligations hereunder, have been paid in full:


 


6.01        Financial
Statements.


 


The Borrower shall deliver
to the Administrative Agent (and the Administrative Agent shall disseminate such information pursuant to the terms of Section 6.02
hereof), in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)          as
soon as available, but in any event within ninety (90) days after the end of each fiscal year of Omega REIT (or if earlier, the
date that is five (5) days after the reporting date for such information required by the SEC), a consolidated balance sheet of
the Consolidated Parties as at the end of such fiscal year, and the related consolidated statements of earnings, shareholders’
equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of a Registered
Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion
shall


 




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be prepared in
accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit; provided,
that the Administrative Agent hereby agrees that a Form 10-K of Omega REIT in form similar to that delivered as part of the Audited
Financial Statements shall satisfy the requirements of this Section 6.01(a); and


 


(b)          as
soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of
each fiscal year of Omega REIT (or if earlier, the date that is five (5) days after the reporting date for such information required
by the SEC), a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal quarter, and the related consolidated
statements of earnings, shareholders’ equity and cash flows for such fiscal quarter and for the portion of Omega REIT’s
fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash
flows of the Consolidated Parties in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes; provided, that the Administrative Agent hereby agrees that a Form 10-Q of Omega REIT in form similar to that
delivered to the SEC shall satisfy the requirements of this Section 6.01(b).


 


6.02        Certificates;
Other Information.


 


The Borrower shall deliver
to the Administrative Agent (and the Administrative Agent shall disseminate such information pursuant to the terms of this Section 6.02),
in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)          concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (i) a duly completed
Compliance Certificate signed by a Responsible Officer of the Borrower; which shall include, without limitation, calculation of
the financial covenants set forth in Section 6.12 and an update of Schedule 5.11, if applicable and (ii) a duly
completed Unencumbered Property Certificate;


 


(b)          within
thirty (30) days after the end of each fiscal year of Omega REIT, beginning with the fiscal year ending December 31, 2015,
an annual operating forecast of Omega REIT containing, among other things, pro forma financial statements for the then current
fiscal year and updated versions of the pro forma financial projections delivered in connection with Section 4.01(d)
hereof;


 


(c)          promptly
after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations submitted
to the board of directors by the independent accountants of Omega REIT (or the audit committee of the board of directors of Omega
REIT) in respect of Omega REIT (and, to the extent any such reports, letters or recommendations are prepared separately for any
one or more of the Credit Parties, such Credit Party) by independent accountants in connection with the


 




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accounts or books
of Omega REIT (or such Credit Party) or any audit of Omega REIT (or such Credit Party);


 


(d)          promptly
after the same are available, (i) copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of Omega REIT, and copies of all annual, regular, periodic and special reports and registration statements
which Omega REIT may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934 or to a holder of any Indebtedness owed by Omega REIT in its capacity as such holder and not otherwise required to be delivered
to the Administrative Agent pursuant hereto and (ii) upon the request of the Administrative Agent, all reports and written information
to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters,
the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety
matters, or any successor agencies or authorities concerning environmental, health or safety matters;


 


(e)          promptly
upon receipt thereof, a copy of any other report or “management letter” submitted by independent accountants to Omega
REIT or the Borrower in connection with any annual, interim or special audit of the books of Omega REIT or the Borrower;


 


(f)          promptly
upon any Responsible Officer of Omega REIT or the Borrower becoming aware thereof, notice of any matter that has resulted or could
reasonably be expected to result in a Material Adverse Effect and any other Default or Event of Default;


 


(g)          within
ten (10) days upon any Responsible Officer of Omega REIT or the Borrower becoming aware thereof, reports detailing income or expenses
of any assets directly owned or operated, or which will be included on the balance sheet for purposes of FIN 46, other than
as previously disclosed in Omega REIT’s Form 10-K, 10-Q or any other publicly available information;


 


(h)          promptly,
such additional information regarding the business, financial or corporate affairs of the Credit Parties, or compliance with the
terms of the Credit Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time
reasonably request; and


 


(i)          promptly
upon any announcement by Moody’s, S&P or Fitch of any change or possible change in a Debt Rating.


 


Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(b), (c), or (d) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which Omega REIT or the Borrower posts such documents,
or provides a link thereto on Omega REIT’s or the Borrower’s website on the Internet at the website address listed
on Schedule 10.02; or (ii) on which such documents are posted by the Administrative Agent (on the Borrower’s
behalf) on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (A) the Borrower


 




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shall deliver paper copies
of such documents to the Administrative Agent or any Lender (through the Administrative Agent) that requests the Borrower to deliver
such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender
(through the Administrative Agent) and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative
Agent and each Lender (through the Administrative Agent) of the posting of any such documents (each Lender to which delivery of
such documents shall be made by posting to any such website shall have been given access to such website on or prior to the date
of such posting) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Borrower or the other Credit Parties with any such request
for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


The Borrower hereby acknowledges that (x) the
Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, the “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic
system (the “Platform”) and (y) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public
Lender”). The Borrower hereby further agrees that (ww) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof (xx) by marking Borrower Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities
for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Confidential Information, they shall be treated as set forth in Section 10.08); (yy) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public;”
and (zz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as
being suitable only for posting on a portion of the Platform not marked as “Public.”


 


6.03        Preservation
of Existence and Franchises.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, do all things necessary to preserve and keep in full force and effect its legal existence,
rights, franchises and authority. Each Credit Party shall remain qualified and in good standing in each jurisdiction in which the
failure to so qualify and be in good standing could have a Material Adverse Effect.


 


6.04        Books
and Records.


 


Each Credit Party shall,
as shall cause each of its Subsidiaries to, keep complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP.


 




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6.05        Compliance
with Law.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries, to comply with all Laws, rules, regulations and orders, and all applicable restrictions
imposed by all Governmental Authorities, applicable to it and all of its real and personal property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.


 


6.06        Payment
of Taxes and Other Indebtedness.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, pay and discharge (or cause to be paid or discharged) (a) all taxes (including, without
limitation, any corporate or franchise taxes), assessments and governmental charges or levies imposed upon it, or upon its income
or profits, or upon any of its properties, before they shall become delinquent, unless the same are being contested in good faith
by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower
or such Subsidiary, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise
to a Lien (other than a Permitted Lien) upon any of its properties, and (c) except as prohibited hereunder, all of its other
Indebtedness as it shall become due.


 


6.07        Insurance.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, maintain (or caused to be maintained) with financially sound and reputable insurance
companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons. Each Credit Party shall, and shall cause each of its Subsidiaries to,
provide prompt notice to the Administrative Agent following such Credit Party’s receipt from the relevant insurer of any
notice of termination, lapse or cancellation of such insurance.


 


6.08        Maintenance
of Property.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, maintain, preserve and protect (or caused to be maintained, preserved and protected)
all of its Unencumbered Properties and all other material property and equipment necessary in the operation of its business in
good working order and condition, in each case, in a manner consistent with how such Person maintained its Unencumbered Properties
and other material property on the Closing Date, ordinary wear and tear excepted.


 


6.09        Performance
of Obligations.


 


The Credit Parties will
pay and discharge at or before maturity, or prior to expiration of applicable notice, grace and curative periods, all their respective
material obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in
good faith by appropriate proceedings, and will maintain, in accordance with GAAP, appropriate reserves for the accrual of any
of the same.


 




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6.10        Visits
and Inspections.


 


Subject to the rights of
Tenants, each Credit Party shall, and shall cause each of its Subsidiaries to, permit representatives or agents of any Lender or
the Administrative Agent, from time to time, and, if no Event of Default shall have occurred and be continuing, after reasonable
prior notice, but not more than twice annually and only during normal business hours to: (a) visit and inspect any of its Real
Property Assets to the extent any such right to visit or inspect is within the control of such Person; (b) inspect and make extracts
from their respective books and records, including but not limited to management letters prepared by independent accountants; and
(c) discuss with its principal officers, and its independent accountants, its business, properties, condition (financial or otherwise),
results of operations and performance. If requested by the Administrative Agent, the Borrower or the Credit Parties, as applicable,
shall execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss
the financial affairs of Omega REIT, Omega Holdco and the Borrower or any other Credit Party with its accountants.


 


6.11        Use
of Proceeds/Purpose of Loans.


 


The Borrower shall use
the proceeds of all Loans only to finance general corporate working capital (including asset acquisitions, and acquiring or improving,
directly or indirectly, income producing Healthcare Facilities and Investments incidental or related thereto), capital expenditures
or other corporate purposes of the Borrower and the other Credit Parties (to the extent not inconsistent with the Credit Parties’
covenants and obligations under this Credit Agreement and the other Credit Documents).


 


6.12      
 Financial Covenants.


 


(a)          Consolidated
Leverage Ratio. The Borrower shall cause the Consolidated Leverage Ratio, as of the end of any fiscal quarter, to be equal
to or less than 60%; provided however, notwithstanding the foregoing, following any Significant Acquisition by Omega
REIT or any Subsidiary or Subsidiaries of Omega REIT, and following the delivery of an Acquisition Leverage Ratio Notice, the Borrower
shall have the ability to increase the applicable Consolidated Leverage Ratio to be less than or equal to 65% with respect to the
fiscal quarter during which such Significant Acquisition occurs and the next two (2) fiscal quarters thereafter.


 


(b)          Consolidated
Secured Leverage Ratio. The Borrower shall cause the Consolidated Secured Leverage Ratio, as of the end of any fiscal quarter,
to be equal to or less than 30%.


 


(c)          Consolidated
Unsecured Leverage Ratio. The Borrower shall cause the Consolidated Unsecured Leverage Ratio, as of the end of any fiscal quarter,
to be equal to or less than 60%; provided however, notwithstanding the foregoing, following any Significant Acquisition
by Omega REIT or any Subsidiary or Subsidiaries of Omega REIT, and following the delivery of an Acquisition Leverage Ratio Notice,
the Borrower shall have the ability to increase the applicable Consolidated Unsecured Leverage Ratio


 




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to be less than
or equal to 65% with respect to the fiscal quarter during which such Significant Acquisition occurs and the next two (2) fiscal
quarters thereafter.


 


(d)          Consolidated
Fixed Charge Coverage Ratio. The Borrower shall cause the Consolidated Fixed Charge Coverage Ratio, as of the end of any fiscal
quarter, to be equal to or greater than 1.50 to 1.00.


 


(e)          Consolidated
Tangible Net Worth. The Borrower shall cause the Consolidated Tangible Net Worth as of the end of any fiscal quarter to be
equal to or greater than the sum of (i) $1,644,768,000 plus (ii) an amount equal to 75% of the net cash proceeds
received by the Consolidated Parties from Equity Transactions subsequent to March 31, 2014.


 


(f)           Consolidated
Unsecured Debt Yield. The Borrower shall cause the Consolidated Unsecured Debt Yield, as of the end of any fiscal quarter,
to be equal to or greater than 12.0%.


 


(g)          Consolidated
Unsecured Interest Coverage Ratio. The Borrower shall cause the Consolidated Unsecured Interest Coverage Ratio, as of the end
of any fiscal quarter, to be equal to or greater than 2.00 to 1.00.


 


(h)          Distribution
Limitation. During the continuance of an Event of Default under Section 8.01(a) or an Event of Default arising from
a breach of any of the financial covenants set forth in this Section 6.12, the Borrower may not make any distributions in
respect of its Capital Stock to Omega REIT and Omega Holdco except for such distributions (i) in amounts sufficient to allow Omega
REIT to (and Omega REIT shall only pay distributions sufficient to) maintain its status as a REIT and (ii) for use by Omega REIT
and Omega Holdco in business activities of the type in which they were engaged at the time of such Event of Default (including,
without limitation, in an amount sufficient to enable Omega REIT to make payments required from time to time in connection with
its Indebtedness now or hereafter outstanding). Notwithstanding the foregoing, the Borrower and Omega REIT may make distributions
payable solely in the form of partnership units of the Borrower or common stock of Omega REIT, as applicable.


 


6.13        Environmental
Matters; Preparation of Environmental Reports.


 


The Borrower will, and
will cause each of its Subsidiaries to, comply in all material respects with all Environmental Laws in respect of its Real Property
Assets.


 


6.14        REIT
Status.


 


The Borrower will, and
will cause each of its Subsidiaries to, operate its business at all times in such a manner as to permit Omega REIT to satisfy all
requirements necessary to qualify and maintain Omega REIT’s qualification as a real estate investment trust under Sections 856
through 860 of the Internal Revenue Code. The Borrower will maintain adequate records in such a manner as to permit Omega REIT
to comply in all material respects with all record-keeping requirements relating to its qualification as a real estate investment
trust as required by the


 




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Internal Revenue Code and
applicable regulations of the Department of the Treasury promulgated thereunder and will properly prepare and timely file with
the IRS all returns and reports required thereby.


 


6.15        Additional
Guarantors; Withdrawal or Addition of Unencumbered Properties; Release of Guarantors.


 


(a)          Upon
the acquisition, incorporation or other creation of any direct or indirect Subsidiary of the Borrower which owns an Unencumbered
Property and/or provides a guaranty of the obligations under the REIT Credit Agreement, the Senior Notes or other unsecured Funded
Debt and to the extent such Subsidiaries have not been designated as Unrestricted Subsidiaries, the Borrower shall (i) cause such
Subsidiary to become a Subsidiary Guarantor hereunder through the execution and delivery to the Administrative Agent of a Subsidiary
Guarantor Joinder Agreement on or before the deadline for the delivery of the Compliance Certificate required pursuant to Section 6.02(a)
following the fiscal quarter in which the foregoing conditions for becoming a Subsidiary Guarantor are met, and (ii) cause such
Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable
opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability
of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.


 


(b)          The
Borrower may add and withdraw Real Property Assets from the pool of Unencumbered Properties without the consent of the Administrative
Agent; provided, that (i) in the case of addition of a Real Property Asset owned or leased by a Consolidated Party that
is not a Credit Party, the owner of the Real Property Asset shall have complied with the requirements of clause (a)(i) of this
Section 6.15 and (ii) in the case of withdrawal of a Real Property Asset, the Borrower shall have (x) given notice thereof
to the Administrative Agent, together with a written request to release the owner of the subject Real Property Asset from the Guaranty,
where appropriate, in accordance with the provisions hereof and (y) delivered to the Administrative Agent a Compliance Certificate
demonstrating compliance with the financial covenants in Section 6.12 on a pro forma basis as if such Real Property Asset had been
released as of the first day of the relevant period. In the case of withdrawal of a subject Property from the pool of Unencumbered
Properties entitling the owner of the subject Real Property Asset to a release from the Guaranty hereunder, the Administrative
Agent shall acknowledge (in writing delivered to the Borrower upon written request of the Borrower) withdrawal of the subject Real
Property Asset and release of Guaranty of the owner in respect thereof (excepting a situation where an Event of Default shall then
exist and be continuing, or where withdrawal of the subject Real Property Asset would cause the pool of Unencumbered Properties
to be insufficient to support the outstanding Obligations, which in either such case, the owner of the subject Real Property Asset
shall not be released from its Guaranty hereunder until such time as the foregoing conditions no longer exist). Notwithstanding
anything to the contrary in this Agreement, if the removal of any Unencumbered Properties would have the effect of curing all existing
Events of Default,


 




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Borrower shall
be permitted to withdraw such Real Property Assets, and any Event of Default with respect thereto shall be deemed cured as of the
date of such withdrawal. In no event shall a Real Property Asset be added to, or released from, the pool of Unencumbered Properties
unless such Real Property Asset is substantially concurrently therewith added to, or released from, as the case may be, the pool
of Unencumbered Properties included under the REIT Credit Agreement.


 


(c)          Notwithstanding
the requirements set forth in clauses (a) or (b) of this Section 6.15, in the event that (i) the Borrower or Omega
REIT has received two (2) Investment Grade Ratings and (ii) any Person acting as a Guarantor is no longer obligated to provide
a guarantee of any indebtedness of Omega REIT or the Borrower for borrowed money evidenced by bonds, debentures, notes or other
similar instruments in an amount of at least $50,000,000 (excluding any amounts outstanding pursuant to this Credit Agreement or
the REIT Credit Agreement) or would be automatically released from its guarantee obligations of any such indebtedness upon its
release from the Guaranty, then such Person shall be automatically released as a party to the Credit Documents (the “Release”).
In such an event, the Borrower will notify the Administrative Agent that, pursuant to this Section 6.15(c), such Person
shall be released and, in accordance with Section 9.11, the Administrative Agent shall (to the extent applicable) deliver
to the Credit Parties such documentation as is reasonably necessary to evidence the Release.


 


Notwithstanding the foregoing,
(A) as set forth in Section 6.18 below, the Obligations shall remain a senior unsecured obligation, pari passu with
all other senior unsecured Funded Debt of the Borrower, and (B) to the extent that following any such Release, any Real Property
Asset owned by an otherwise released or to be released Guarantor that is obligated in respect of outstanding recourse debt for
Funded Debt shall not be deemed an Unencumbered Property for purposes of this Agreement.


 


6.16        Anti-Terrorism
Laws.


 


None of the Credit Parties
nor any of their respective Affiliates (i) will conduct any business or will engage in any transaction or dealing with any Prohibited
Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person,
(ii) will deal in, or will engage in any transaction relating to, any property or interests in property blocked pursuant to the
Executive Order; or (iii) will engage in or will conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act. The
Borrower covenants and agrees to execute and/or deliver to Administrative Agent any certification or other evidence requested from
time to time by Administrative Agent in its sole discretion, confirming the Borrower’s compliance with this Section including,
without limitation, any documentation which is necessary for ongoing compliance with any anti-money laundering Laws applicable
to any Lender.


 


6.17        Compliance
With Material Contracts.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, perform and observe all the material terms and provisions of each Material Contract
to be performed or observed by it,


 




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maintain each such Material
Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such
end as may be from time to time reasonably requested by the Administrative Agent and, upon the reasonable request of the Administrative
Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action
as any Credit Party is entitled to make under such Material Contract.


 


6.18        Designation
as Senior Debt.


 


Each Credit Party shall,
and shall cause each of its Subsidiaries to, ensure that all Obligations are designated as “Senior Indebtedness” and
are at least pari passu with all unsecured debt of such Credit Party and each Subsidiary.


 


6.19        Investor
Guaranties.


 


The Administrative Agent
and the Lenders have agreed to accept from time to time, upon the request of Borrower, one or more Investor Guaranties.  No
Investor Guarantor shall be a person with whom Administrative Agent or any Lender is prohibited by applicable law from doing business,
and Borrower shall deliver such information as Administrative Agent may reasonably request to verify the foregoing.


 


Article
VII

NEGATIVE COVENANTS


 


The Borrower hereby covenants
and agrees (on its own behalf and on behalf of the other Credit Parties, Omega REIT and Omega Holdco, as applicable) that until
the Obligations, together with interest, fees and other obligations hereunder, have been paid in full:


 


7.01        Liens.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, at any time, create, incur, assume or suffer to exist any Lien upon any of its assets
or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)          Liens
pursuant to any Credit Document;


 


(b)          Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (including pledges or deposits
in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security
legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(c)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or
pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided, that such Liens
secure only amounts not overdue for more than thirty (30) days


 




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or are being contested
in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;


 


(d)          deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness not otherwise permitted pursuant to Section 7.02),
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary
course of business;


 


(e)          zoning
restrictions, easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions, sets of facts that an
accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;


 


(f)      
    Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such
judgments) not constituting an Event of Default under Section 8.01(h);


 


(g)          leases
or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business
of any Credit Party or any Subsidiary;


 


(h)          any
interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements
in foreign jurisdictions) relating to, leases permitted by this Agreement;


 


(i)      
    Liens in existence as of the Closing Date as set forth on Schedule 7.01 and any renewals
or extensions thereof; provided, that the property covered thereby is not materially changes;


 


(j)      
    Liens pursuant to the Braswell Indebtedness; and


 


(k)          other
Liens incurred in connection with Consolidated Funded Debt as long as, after giving effect thereto, the Credit Parties are in compliance
with the financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last
day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or
if such Lien exists as of the Closing Date, as of September 30, 2012); provided, that the Credit Parties may not grant a
mortgage, deed of trust, lien, pledge, encumbrance or other security interest, in each case, to secure Funded Debt with respect
to any Unencumbered Property or the Capital Stock in any Subsidiary except in favor of the Lenders.


 


7.02        Indebtedness.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:


 




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(a)          Indebtedness
under the Credit Documents;


 


(b)          Indebtedness
in connection with intercompany Investments permitted under Section 7.03;


 


(c)          obligations
(contingent or otherwise) existing or arising under any Swap Contract; provided, that (i) such obligations are (or were)
entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does
not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions
to the defaulting party;


 


(d)          without
duplication, Guaranties by a Credit Party or any Subsidiary in respect of any Indebtedness otherwise permitted hereunder;


 


(e)          Indebtedness
set forth in Schedule 7.02 (and renewals, refinancing and extensions thereof); provided, that the amount of
such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by
an amount equal to any existing commitments utilized thereunder (for purposes of clarity, it is understood that Funded Debt on
Schedule 7.02 is included in calculating the financial covenants in Section 6.12); and


 


(f)          other
Funded Debt (including any portion of any renewal, financing, or extension of Indebtedness set forth in Schedule 7.02
to the extent such portion does not meet the criteria set for the in the proviso of clause (e) above) as long as, after giving
effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a pro forma basis
as if such Indebtedness had been incurred as of the last day of the most recent fiscal quarter for which financial statements have
been delivered pursuant to Section 6.01 (or if such Indebtedness exists as of the Closing Date, as of March 31, 2014).


 


7.03        Investments.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, make any Investments, except:


 


(a)          Investments
held in the form of cash or Cash Equivalents;


 


(b)          Investments
in any Person that is a Credit Party prior to giving effect to such Investment;


 


(c)          Investments
by any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;


 




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(d)          Investments
consisting of (i) extensions of credit in the nature of the performance of bids, (ii) accounts receivable or notes receivable arising
from the grant of trade contracts and leases (other than credit) in the ordinary course of business, and (iii) Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary
in order to prevent or limit loss;


 


(e)          Guaranties
permitted by Section 7.02;


 


(f)          Investments
existing as of the Closing Date and set forth in Schedule 7.03; and


 


(g)          Investments
in or related to Healthcare Facilities and Investments as described in Section 6.11 (including, without limitation, Investments
of the type set forth in subclauses (i)-(iv) of this clause (g)); provided, however, that after giving effect to
any such Investments, (i) the aggregate amount of Investments consisting of unimproved land holdings (including those made by Omega
REIT and Omega Holdco) shall not, at any time, exceed 5% of Consolidated Total Asset Value, (ii) the aggregate amount of Investments
consisting of Mortgage Loans, notes receivables and mezzanine loans (including those made by Omega REIT and Omega Holdco) shall
not, at any time, exceed 30% of Consolidated Total Asset Value, (iii) the aggregate amount of Investments consisting of construction
in progress (including those made by Omega REIT and Omega Holdco) shall not, at any time, exceed 15% of Consolidated Total Asset
Value and (iv) the aggregate amount of Investments in Unconsolidated Affiliates (including those made by Omega REIT and Omega
Holdco) shall not, at any time, exceed 20% of Consolidated Total Asset Value; provided, further, that the aggregate amount
of all Investments made pursuant to clauses (i), (ii), (iii) and (iv) above (including those made by Omega REIT and Omega Holdco)
shall not, at any time, exceed 35% of Consolidated Total Asset Value.


 


7.04        Fundamental
Changes.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person;
provided, that, notwithstanding the foregoing provisions of this Section 7.04, (a) the Borrower may merge or
consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any Consolidated
Party (including any Unrestricted Subsidiary) may merge or consolidate with any other Consolidated Party; provided, that
if a Credit Party is a party to such transaction, such Credit Party shall be the continuing or surviving Person, (c) any Subsidiary
Guarantor may be merged or consolidated with or into any other Subsidiary Guarantor and (d) any Subsidiary that is not a Credit
Party may dissolve, liquidate or wind up its affairs at any time; provided, that such dissolution, liquidation or winding
up, as applicable, could not reasonably be expected to have a Material Adverse Effect.


 




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7.05        Dispositions.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition,
except:


 


(a)          Dispositions
of obsolete or worn out Property, whether now owned or hereafter acquired, in the ordinary course of business;


 


(b)          Dispositions
of inventory in the ordinary course of business;


 


(c)          Dispositions
of equipment or Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement
property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
Property; provided, that if the Property disposed of is an Unencumbered Property it is removed from the calculation of Unencumbered
Asset Value.


 


(d)          Dispositions
of Property by any Subsidiary to a Credit Party or to a Wholly Owned Subsidiary; provided, that if the transferor of such
property is a Credit Party, the transferee thereof must be a Credit Party;


 


(e)          Dispositions
permitted by Section 7.04;


 


(f)        
  Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided,
that (i) at the time of such Disposition, no Default or Event of Default exists and is continuing (that would not be cured by
such Disposition) or would result from such Disposition and (ii) after giving effect thereto, the Credit Parties are in
compliance with the financial covenants in Section 6.12, on a pro forma basis as if such Disposition had been
incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01;
and


 


(g)          real
estate leases entered into in the ordinary course of business.


 


Notwithstanding anything
above, any Disposition pursuant to clauses (a) through (f) shall be for fair market value.


 


7.06        Change
in Nature of Business.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, engage in any material line of business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.


 


7.07        Transactions
with Affiliates and Insiders.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, enter into any transaction of any kind with any officer, director
or Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially
as


 




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favorable to such Credit
Party or Subsidiary as would be obtainable by such Credit Party or Subsidiary at the time in a comparable arm’s length transaction
with a Person other than a director, officer or Affiliate; provided, that the foregoing restriction shall not apply to transactions
between or among the Credit Parties.


 


7.08        Organization
Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.


 


No Credit Party shall,
nor shall they permit Omega REIT, Omega Holdco or any Subsidiary of a Credit Party to, directly or indirectly:


 


(a)          Amend,
modify or change its Organization Documents in a manner materially adverse to the Lenders.


 


(b)          Make
any material change in (i) accounting policies or reporting practices, except as required by GAAP, FASB, the SEC or any other
regulatory body, or (ii) its fiscal year.


 


(c)          Without
providing ten (10) days prior written notice to the Administrative Agent, change its name, state of formation or form of organization.


 


7.09        Negative
Pledges.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, enter into, assume or otherwise be bound, by any Negative Pledge
other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted
pursuant to Section 7.02; (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) the agreements
set forth on Schedule 7.09; (y) any agreement relating to the sale of any Subsidiary or any assets pending such sale; provided,
that in any such case, the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (z)
any agreement in effect at the time any Person becomes a Subsidiary so long as such agreement was not entered into in contemplation
of such Person becoming a Subsidiary and such restriction only applies to such Person and/or its assets, and (iv) customary provisions
in leases, licenses and other contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts
may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided, that,
with respect to any amendment, renewal, extension, refinancing or replacement of an agreement described in clause (iii), such amendment,
renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09
that are, in the aggregate, more onerous in any material respect on the Borrower or any Subsidiary than the restrictions, in the
aggregate, in the original agreement.


 


7.10        Use
of Proceeds.


 


No Credit Party shall,
nor shall they permit any Subsidiary to, directly or indirectly, use the proceeds of any Extension of Credit, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose.


 




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7.11        Prepayments
of Indebtedness.


 


If a Default or Event of
Default exists and is continuing or would be caused thereby, no Credit Party shall, nor shall they permit any Subsidiary to, directly
or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or
make any payment in violation of any subordination terms of, any Indebtedness, except the prepayment of Extensions of Credit in
accordance with the terms of this Agreement.


 


7.12        Stock
Repurchases.


 


If a Default or Event of
Default exists and is continuing or would be caused thereby, the Borrower shall not make any payment (whether in cash, securities
or other Property), including any sinking fund or similar deposit, for the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any of its Capital Stock or any option, warrant or other right to acquire any such Capital Stock.


 


7.13        Sanctions.


 


Permit any Loan or the
proceeds of any Loan, directly or indirectly, (a) to be lent, contributed or otherwise made available to fund any activity or business
in any Designated Jurisdiction; (b) to fund any activity or business of any Person located, organized or residing in any Designated
Jurisdiction or who is the subject of any Sanctions; or (c) in any other manner that will result in any violation by any Person
(including any Lender, Arranger or Administrative Agent) of any Sanctions or anti-corruption Laws.


 


7.14        Omega
REIT and Omega Holdco Covenants. 


 


Neither Omega REIT nor
Omega Holdco shall directly or indirectly enter into or conduct any business or activity other than (a) in connection with the
ownership, acquisition and disposition of interests in the Borrower, (b) the management of the business of the Borrower, and (c)
such business or activity that is conducted by Omega REIT and its Subsidiaries on the date hereof or, in each case, such business
or activity as is reasonably ancillary or incidental thereto (in any case, a “Permitted Activity”); provided,
however, neither Omega REIT nor Omega Holdco shall own any assets other than (i) interests, rights, options, warrants or
convertible or exchangeable securities of Omega Holdco or the Borrower, as applicable, (ii) assets that have been distributed to
Omega REIT or Omega Holdco, as applicable by their Subsidiaries that are held for fifteen (15) Business Days or less pending further
distribution to equity holders of Omega REIT or application by Omega REIT or Omega Holdco, as the case may be, pursuant to a Permitted
Activity, (iii) assets received directly or indirectly by Omega REIT or Omega Holdco, as applicable from third parties (including,
without limitation, the net cash proceeds from any issuance and sale by Omega REIT of any equity interests or issuance of Senior
Notes), that are held for fifteen (15) Business Days or less pending further contribution to the Borrower or application by Omega
REIT or Omega Holdco, as the case may be, pursuant to a Permitted Activity, (iv) such bank accounts or similar instruments as it
deems necessary in furtherance of a Permitted Activity or to carry out its responsibilities under the Organization Documents of
the Borrower and (v) other tangible and intangible assets that, taken as a whole, are immaterial in relation to the consolidated
assets of


 




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the Borrower and its Subsidiaries,
but which shall in no event include any equity interests other than those permitted in clauses (i) and (iii) of this sentence.
Nothing in this Section 7.14 shall prevent either Omega REIT or Omega Holdco from (A) the maintenance of its legal existence
or activities reasonably incidental thereto (including, without limitation, the ability to incur fees, costs and expenses relating
to such maintenance), (B) the performance of its obligations with respect to the REIT Credit Agreement and the loan documents executed
in connection therewith or any other Omega REIT Indebtedness, (C) with respect to Omega REIT only, from any public offering of
its common stock or any other issuance or sale of its equity interests or issuance of its Senior Notes, (D) the payment of dividends,
(E) making contributions to the capital of the Borrower, (F) participating in tax, accounting and other administrative matters
as a member of the Consolidated Parties, (G) providing indemnification to officers, managers and directors, (H) any activities
incidental to compliance with the Securities Laws and the rules of national securities exchanges and activities incidental to investor
relations, shareholder meetings and reports to shareholders or debtholders and (I) any activities incidental to the foregoing.


 


Article
VIII

EVENTS OF DEFAULT AND REMEDIES


 


8.01        Events
of Default.


 


The occurrence and continuation
of any of the following shall constitute an Event of Default:


 


(a)          Non-Payment.
  Any Credit Party fails to pay when and as required to be paid herein, (i) any amount of principal of any Loan, (ii) within five
(5) days after the same becomes due, any interest on any Loan, or (iii) within ten (10) days after the earlier of (A) a Responsible
Officer of the Borrower or any Credit Party becoming aware that the same has become due or (B) written notice from the Administrative
Agent to the Borrower, any other fee payable herein or any other amount payable herein or under any other Credit Document becomes
due; or


 


(b)          Specific
Covenants.   Any Credit Party fails to perform or observe any term, covenant or agreement contained in (i) any of Sections
6.01 6.02 or 6.10 within ten (10) days after the same becomes due or required or (ii) any of Sections 6.03,
6.06, 6.11, 6.12, 6.14, 6.15 or 6.18 or Article VII; or


 


(c)          Other
Defaults.   Any Credit Party fails to perform or observe any other covenant or agreement (not specified in subsection (a)
or (b) above) contained in any Credit Document on its part to be performed or observed and such failure continues for thirty (30)
days after the earlier of (i) a Responsible Officer of the Borrower or any Credit Party becoming aware of such Default or (ii)
written notice thereof by the Administrative Agent to the Borrower (or, if such failure cannot be reasonably cured within such
period, sixty (60) days, so long as the applicable Credit Party has diligently commenced such cure and is diligently pursuing completion
thereof); or


 


(d)          Representations
and Warranties.   Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Credit


 




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Party and contained
in this Credit Agreement, in any other Credit Document, or in any document delivered in connection herewith or therewith shall
be incorrect or misleading in any material respect when made or deemed made; or


 


(e)          Cross-Default.
(i) there occurs any event of default under (x) any of the Senior Note Indentures or (y) the REIT Credit Agreement; (ii) any Credit
Party or any Subsidiary (A) fails to perform or observe (beyond the applicable grace or cure period with respect thereto, if any)
any Contractual Obligation if such failure could reasonably be expected to have a Material Adverse Effect, (B) fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise and beyond the applicable
grace or cure period with respect thereto, if any) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness
under Swap Contracts) or otherwise fails to observe or perform any other agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of
which event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to
be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded, in each case
to the extent such Indebtedness or other obligation is in an amount, individually or in the aggregate, (including undrawn committed
or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more
than the Threshold Amount; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which such Credit Party or Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which such
Credit Party or Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Credit
Party or Subsidiary as a result thereof is greater than the Threshold Amount; or


 


(f)          Insolvency
Proceedings, Etc.   Any Credit Party, Omega REIT, Omega Holdco or any Material Subsidiary institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents
to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its properties; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed and the appointment continues undischarged or unstayed for ninety (90) calendar days; or any proceeding under
any Debtor Relief Law relating to such Person or to all or any material part of its property is instituted without the consent
of such Person and continues undismissed or unstayed for ninety (90) calendar days, or an order for relief is entered in any such
proceeding; or


 


(g)          Inability
to Pay Debts; Attachment.   (i) Any Credit Party, Omega REIT, Omega Holdco or any Material Subsidiary becomes unable or admits
in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant


 




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of attachment or
execution or similar process in an amount in excess of the Threshold Amount is issued or levied against all or any material part
of the properties of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy;
or


 


(h)          Judgments.
There is entered against a Credit Party, Omega REIT, Omega Holdco or any Subsidiary (i) any one or more final judgments or
orders for the payment of money in an amount, individually or in the aggregate, exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is
a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect; or


 


(i)   
       ERISA. (i) An ERISA Event occurs with respect to a Plan which has resulted
in liability of any Credit Party, Omega REIT, Omega Holdco or any Subsidiary under Title IV of ERISA to the Plan or the
PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) any Credit Party or any ERISA Affiliate fails to pay
when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold
Amount; or


 


(j)      
    Invalidity of Credit Documents; Guaranty. (i) Any Credit Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or as a result of satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Credit Party contests in any manner the validity or
enforceability of any Credit Document; or any Credit Party denies that it has any or further liability or obligation under
any Credit Document, or purports to revoke, terminate or rescind any Credit Document; or (ii) except as the result of or in
connection with a dissolution, merger or disposition of a Subsidiary Guarantor not prohibited by the terms of this Credit
Agreement, the Guaranty shall cease to be in full force and effect, or any Guarantor hereunder shall deny or disaffirm such
Guarantor’s obligations under such Guaranty, or any Guarantor shall default in the due performance or observance of any
term, covenant or agreement on its part to be performed or observed pursuant to the Guaranty; or


 


(k)          Change
of Control. There occurs any Change of Control.


 


8.02       Remedies
Upon Event of Default.


 


If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
upon written notice to the Borrower in any instance, take any or all of the following actions:


 




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(a)          declare
the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;


 


(b)          declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or additional
notice of any kind, all of which are hereby expressly waived by the Borrower; and


 


(c)          exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Credit Documents or applicable
law;


 


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans shall automatically terminate, and the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without
further act of the Administrative Agent or any Lender.


 


8.03        Application
of Funds.


 


After the exercise of remedies
in accordance with the provisions of Section 8.02 (or after the Loans have automatically become immediately due and
payable, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:


 


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity as such;


 


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among the Lenders in proportion
to the amounts described in this clause Second payable to them;


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans ratably among
the Lenders in proportion to the respective amounts described in this clause Third held by them;


 


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans;


 


Fifth, to payment
of that portion of the Obligations constituting obligations under Swap Contracts between any Credit Party and any Lender or Affiliate
of any Lender (including, without limitation, payment of breakage, termination or other amounts owing in respect of any Swap Contract
between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder);
and


 


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.


 




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Excluded Swap Obligations with respect to any
Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments
shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth
above in this Section.


 


Article
IX

ADMINISTRATIVE AGENT


 


9.01        Appointment
and Authorization of Administrative Agent.


 


Each Lender hereby irrevocably
appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Credit
Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Credit Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have
or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Credit Agreement or any other Credit Document or otherwise exist against
the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein
and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.


 


9.02        Delegation
of Duties.


 


The Administrative Agent
may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct
of any sub-agents that it selects in the absence of gross negligence or willful misconduct.


 


9.03        Liability
of Administrative Agent.


 


No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement
or any other Credit Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for
any recital, statement, representation or warranty made by any


 




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Credit Party or any officer
thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred
to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other
Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other
Credit Document, or for any failure of any Credit Party or any other party to any Credit Document to perform its obligations hereunder
or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit
Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof.


 


9.04        Reliance
by Administrative Agent.


 


(a)          The
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic
mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party),
independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified
in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence of
the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement
or any other Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders
as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders.


 


(b)          For
purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this
Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


9.05        Notice
of Default.


 


The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults
in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Credit Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative
Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with


 




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respect to such Default or
Event of Default as may be directed by the requisite Lenders in accordance herewith; provided, however, that unless
and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable
or in the best interest of the Lenders.


 


9.06        Credit
Decision; Disclosure of Confidential Information by Administrative Agent.


 


Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter
taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter,
including whether Agent-Related Persons have disclosed material information in their possession (in each case, except to the extent
the Administrative Agent has confirmed to any Lender in writing the satisfaction of conditions to funding as of the Closing Date).
Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own
decision to enter into this Credit Agreement and to extend credit to the Borrower and the other Credit Parties hereunder. Each
Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness
of the Borrower and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished
to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of any of the Credit Parties or any of their respective Affiliates that may come into the possession of any
Agent-Related Person.


 


9.07        Indemnification
of Administrative Agent.


 


Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed
by or on behalf of any Credit Party and without limiting the obligation of any Credit Party to do so), pro rata, and hold harmless
each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the
extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related
Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance
with the directions of the Required Lenders shall be deemed to


 




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constitute gross negligence
or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative
Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Credit Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination
of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.


 


9.08        Administrative
Agent in its Individual Capacity.


 


Bank of America and its
Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Credit Parties
and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Credit Party or its Affiliates (including information that may be subject to confidentiality obligations
in favor of such Credit Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Credit
Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms
“Lender” and “Lenders” include Bank of America in its individual capacity.


 


9.09        Successor
Administrative Agent.


 


The Administrative Agent
may resign as Administrative Agent upon thirty (30) days’ notice to the Lenders. If the Administrative Agent resigns
under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the
Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence
of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative
agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance
of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative Agent, and the term “Administrative Agent”
thereafter shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and
duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the date


 




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thirty (30) days following
a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time,
if any, as the Required Lenders appoint a successor agent as provided for above.


 


9.10        Administrative
Agent May File Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then
be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations (other than obligations under Swap Contracts to which the Administrative Agent is not a party) that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative
Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09
and 10.04) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.


 


Nothing contained herein shall be deemed to
authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative
Agent to vote in respect of the claim of any Lender in any such proceeding.


 


9.11        Guaranty
Matters.


 


The Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion, to release any Person from its obligations under the Guaranty
if (a) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, (b) such Person is no longer required
to be a Guarantor pursuant to Section 6.15(c) or (c) such Person has been designated as an Unrestricted Subsidiary. Upon
the release of any Person pursuant to this Section 9.11, the Administrative Agent shall (to the extent applicable) deliver
to the Credit


 




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Parties, upon the Credit
Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the
release of such Person from its obligations under the Credit Documents.


 


9.12        Other
Agents; Arrangers and Managers.


 


None of the Lenders or
other Persons identified on the facing page or signature pages of this Credit Agreement as a “syndication agent,” “documentation
agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead
arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this
Credit Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing,
none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.
Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding
to enter into this Credit Agreement or in taking or not taking action hereunder.


 


Article
X

MISCELLANEOUS


 


10.01     Amendments,
Etc.


 


No amendment or waiver
of, or any consent to deviation from, any provision of this Credit Agreement or any other Credit Document shall be effective unless
in writing and signed by the Borrower, the Guarantors (if applicable) and the Required Lenders and acknowledged by the Administrative
Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose
for which it is given; provided, however, that:


 


(a)            unless
also signed by each Lender directly affected thereby, no such amendment, waiver or consent shall:


 


(i)          extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02), it being
understood that the amendment or waiver of an Event of Default or a mandatory reduction or a mandatory prepayment in Commitments
shall not be considered an increase in Commitments,


 


(ii)         waive
non-payment or postpone any date fixed by this Credit Agreement or any other Credit Document for any payment of principal, interest,
fees or other amounts due to any Lender hereunder or under any other Credit Document,


 


(iii)        reduce
the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under
any other Credit Document; provided, however, that only the consent of the Required Lenders shall be necessary (A)
to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default
Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even


 




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if the effect of
such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder,


 


(iv)        change
any provision of this Credit Agreement regarding pro rata sharing or pro rata funding with respect to (A) the making of advances
(including participations), (B) the manner of application of payments or prepayments of principal, interest, or fees, or (C) the
manner of reduction of commitments and committed amounts,


 


(v)         change
any provision of this Section 10.01(a), the definition of “Required Lenders”, or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, or


 


(vi)        release
the Borrower or all or substantially all of the Subsidiary Guarantors from their obligations hereunder (other than as provided
herein or as appropriate in connection with transactions permitted hereunder);


 


(b)          unless
also signed by the Administrative Agent, no such amendment, waiver or consent shall affect the rights or duties of the Administrative
Agent under this Credit Agreement or any other Credit Document;


 


provided, however, that notwithstanding
anything to the contrary contained herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that, without the prior written consent of such Lender, (A) no Commitment of such Lender may
be increased or extended, (B) the terms and conditions of this proviso may not be amended or otherwise modified and (C) no other
amendment or other modification to this Agreement or any Note that would disproportionately affect a “Defaulting Lender”
may be effective, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan
that affects the Loans, (iii) each Lender acknowledged that the provisions of Section 1126(c) of the Bankruptcy Code of the
United States supersedes the unanimous consent provisions set forth herein, and (iv) the Required Lenders may consent to allow
a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.


 


10.02      Notices
and Other Communications; Facsimile Copies.


 


(a)           General.
  Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including
by facsimile transmission). All such written notices shall be mailed certified or registered mail, faxed or delivered to the applicable
address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)          if
to any Credit Party or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic


 




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mail address or telephone
number as shall be designated by such party in a notice to the other parties; and


 


(ii)         if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to any Credit Party and the Administrative Agent.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be
deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic
communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).


 


(b)          Electronic
Communications.   Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent;
provided, that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified
the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative
Agent or the Borrower may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided, that approval of such procedures may be limited to particular
notices or communications.


 


(c)          The
Platform.   THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the
Platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such
losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any


 




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liability to the
Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct
or actual damages).


 


(d)          Effectiveness
of Facsimile Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals
and shall be binding on all Credit Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that
the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.


 


(e)          Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic notices permitted under Section 2.02(a)) purportedly given by or on behalf of the Borrower even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.


 


(f)          Change
of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition,
each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i)
an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender.


 


10.03      No
Waiver; Cumulative Remedies.


 


No failure by any Lender
or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under
the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all


 




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actions and proceedings at
law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) any Lender from exercising setoff rights
in accordance with Section 10.09 (subject to the terms of Section 2.12), or (c) any Lender from filing proofs of
claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under
any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent
hereunder and under the other Credit Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso
and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies
available to it and as authorized by the Required Lenders.


 


10.04      Attorney
Costs, Expenses and Taxes.


 


The Credit Parties agree
(a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs
and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the
other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents,
and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby
and thereby, including all Attorney Costs and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable
costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation
of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred
during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search,
filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants
and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04
shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in
this Section shall survive the termination of the Commitments and repayment of all other Obligations.


 


10.05      Indemnification.


 


The Credit Parties shall
indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees,
counsel, agents, trustees, advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against
any and all liabilities, obligations, losses, damages, penalties, claims, litigation, investigation, proceeding, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (subject to the
provisions of Section 3.01 with respect to


 




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Taxes and Other Taxes) that
may at any time be imposed on, incurred by or asserted against any such Indemnitee (whether by a Credit Party or any other party)
in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration
of any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Credit Documents, (b) any Commitment,
Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or threatened claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of,
preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether
any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided,
that such indemnification shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses,
damages, penalties, claims, litigation, investigation, proceeding, demands, actions, judgments, suits, costs, expenses or disbursements
are determined to have resulted from the gross negligence or willful misconduct of any Indemnitee. No Indemnitee shall be liable
for any damages arising from the use by others of any information or other materials obtained through SyndTrak or other similar
information transmission systems in connection with this Credit Agreement, and no Indemnitee shall have any liability for any indirect
or consequential damages relating to this Credit Agreement or any other Credit Document or arising out of its activities in connection
herewith or therewith (whether before or after the Closing Date). All amounts that may become due under this Section 10.05
shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in
this Section 10.05 shall survive the resignation of the Administrative Agent, the assignment by any Lender of any of
its interests hereunder, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge
of all the other Obligations.


 


10.06      Payments
Set Aside.


 


To the extent that any
payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative
Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding
under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount
so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.


 




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10.07      Successors
and Assigns.


 


(a)          The
provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b)
of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii)
by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) or (i) of this Section
(and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.


 


(b)          Any
Lender may at any time, with notice to the Borrower and, unless (1) an Event of Default has occurred and is continuing at the time
of such assignment or (2) the assignment is to a Lender, an Affiliate of such Lender or an Approved Fund, the consent of the Borrower
(such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it);
provided, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment
and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund
with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date,
shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) provided,
however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee
Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with
respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative
Agent (such consent not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in
the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive
such processing and recordation fee in the case of any assignment and (v) no such assignment shall be made to


 




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(A) the Borrower
or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person
who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural
person. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall
be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions,
including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding
the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed
to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect
to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under
this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.


 


(c)          The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the
Administrative Agent shall maintain on the Register information regarding the


 




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designation, and
revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower
at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent
for a material or other substantive change to the Credit Documents is pending, any Lender wishing to consult with other Lenders
in connection therewith may request and receive from the Administrative Agent a copy of the Register.


 


(d)          Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of
its Commitment and/or the Loans owing to it); provided, that (i) such Lender’s obligations under this Credit Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided,
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification that extends the time for, reduces the amount or alters the application of proceeds with respect to
such obligations and payments required therein that directly affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though
it were a Lender; provided, such Participant agrees to be subject to Section 2.12 as though it were a Lender.


 


(e)          A
Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would
be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is
notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply
with Section 10.15 as though it were a Lender.


 


(f)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including
under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


 




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(g)          Notwithstanding
anything to the contrary contained herein, any Lender that is a Fund may (without notice to or the consent of any of the parties
hereto) create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee
for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided,
that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07,
(i) no such pledge shall release the pledging Lender from any of its obligations under the Credit Documents and (ii) such trustee
shall not be entitled to exercise any of the rights of a Lender under the Credit Documents even though such trustee may have acquired
ownership rights with respect to the pledged interest through foreclosure or otherwise.


 


10.08      Confidentiality.


 


Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of Confidential Information, except that Confidential Information
may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Confidential Information and instructed to keep such Confidential Information confidential); (b) to the extent requested
by any regulatory authority or self regulatory body; (c) to the extent required by applicable Law or regulations or by any subpoena
or similar legal process; (d) to any other party to this Credit Agreement; (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information
and instructed to keep such Confidential Information confidential); (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Credit Agreement or (ii) any direct or indirect contractual counterparty
or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor)
to any credit derivative transaction relating to obligations of the Credit Parties; (g) with the consent of the Borrower; (h) to
the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section
or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower;
(i) to the National Association of Insurance Commissioners or any other similar organization (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to
keep such Confidential Information confidential); or (j) to any nationally recognized rating agency that requires access to a Lender’s
or an Affiliate’s investment portfolio in connection with ratings issued with respect to such Lender or Affiliate. In addition,
the Administrative Agent and the Lenders may disclose the existence of this Credit Agreement and information about this Credit
Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative
Agent and the Lenders in connection with the administration and management of this Credit Agreement, the other Credit Documents,
the Commitments, and the Extension of Credits. Any Person required to maintain the confidentiality of Confidential Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Confidential Information as such Person


 




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would accord to its own confidential
information. “Confidential Information” means all information received from any Credit Party relating to any
Credit Party, any of the other Consolidated Parties, or its or their business, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party; provided,
that, in the case of information received from a Credit Party after the date hereof, such information is clearly identified in
writing at the time of delivery as confidential.


 


Each of the Administrative
Agent and the Lenders Issuer acknowledges that (a) the Confidential Information may include material non-public information
concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including
Federal and state securities Laws.


 


10.09      Set-off.


 


In addition to any rights
and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender
and each of its Affiliates are authorized at any time and from time to time, without prior notice to the Borrower or any other
Credit Party, any such notice being waived by the Borrower (on their own behalf and on behalf of each Credit Party) to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at
any time held by, and other indebtedness at any time owing by, such Lender or Affiliate to or for the credit or the account of
the respective Credit Parties against any and all Obligations owing to such Lender hereunder or under any other Credit Document,
now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under
this Credit Agreement or any other Credit Document and although such Obligations may be contingent or unmatured or denominated
in a currency different from that of the applicable deposit or indebtedness; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their
respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such
Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such
setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and
application.


 


10.10      Interest
Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid


 




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principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds
the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.


 


10.11      Counterparts.


 


This Credit Agreement may
be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


10.12      Integration.


 


This Credit Agreement,
together with the other Credit Documents, comprises the complete and integrated agreement of the parties on the subject matter
hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between
the provisions of this Credit Agreement and those of any other Credit Document, the provisions of this Credit Agreement shall control;
provided, that the inclusion of specific supplemental rights or remedies in favor of the Administrative Agent or the Lenders
in any other Credit Document shall not be deemed a conflict with this Credit Agreement. Each Credit Document was drafted with the
joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather
in accordance with the fair meaning thereof.


 


10.13      Survival
of Representations and Warranties.


 


All representations and
warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default or Event of Default at the time of any Extension of Credit, and shall continue in full force and effect as long
as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.


 


10.14      Severability.


 


If any provision of this
Credit Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Credit Agreement and the other Credit Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 




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10.15      Tax
Forms.


 


(a)          (i)
Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue
Code (a “Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt of any payment subject
to withholding under the Internal Revenue Code (or upon accepting an assignment of an interest herein), two duly signed completed
copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Credit
Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the
Borrower pursuant to this Credit Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that
such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to
Section 881(c) of the Internal Revenue Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly
submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current
United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of
any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign
Lender by the Borrower pursuant to this Credit Agreement, (B) promptly notify the Administrative Agent of any change in circumstances
that would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Law that the Borrower make any deduction or withholding for taxes from amounts payable
to such Foreign Lender.


 


(ii)         Each
Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid
or payable to such Lender under any of the Credit Documents (for example, in the case of a typical participation by such Lender),
shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to
any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative
Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required
to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which
such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS
Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and
any other certificate or statement of exemption required under the Internal Revenue Code, to establish that such Lender is not
acting for its own account with respect to a portion of any such sums payable to such Lender.


 




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(iii)        The
Borrower shall not be required to pay any additional amount to any Foreign Lender under Section 3.01 (A) with respect
to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such
Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a) or (B) if such Lender shall have failed
to satisfy the foregoing provisions of this Section 10.15(a); provided, that if such Lender shall have satisfied
the requirement of this Section 10.15(a) on the date such Lender became a Lender or ceased to act for its own account
with respect to any payment under any of the Credit Documents, nothing in this Section 10.15(a) shall relieve the Borrower
of their obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any
applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application
thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing
the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Credit
Documents is not subject to withholding or is subject to withholding at a reduced rate.


 


(b)          Upon
the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30)
of the Internal Revenue Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If
such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Internal Revenue Code, without reduction.


 


(c)          If
a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent
such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code)
and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the
Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


10.16     Replacement
of Lenders.


 


To the extent that Section
3.06(b) provides that the Borrower shall have the right to replace a Lender as a party to this Credit Agreement, or if any
Lender is a Defaulting Lender, the Borrower may, upon notice to such Lender and the Administrative Agent, replace such Lender by
causing such Lender to assign its Commitment (with the related assignment fee to be paid by


 




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the Borrower) pursuant to
Section 10.07(b) to one or more Eligible Assignees procured by the Borrower; provided, however, that
if the Borrower elects to exercise such right with respect to any Lender pursuant to such Section 3.06(b), they shall
be obligated to replace all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04.
The Borrower shall pay in full all principal, interest, fees and other amounts owing to such Lender through the date of replacement
(including any amounts payable pursuant to Section 3.05). Any Lender being replaced shall execute and deliver an Assignment
and Assumption with respect to such Lender’s Commitment and outstanding Loans.


 


10.17     No
Advisory or Fiduciary Responsibility.


 


In connection with all
aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees, and acknowledges its respective Affiliates’
understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length
commercial transaction between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent, the Arranger
and the Lenders, on the other hand, and each Credit Party is capable of evaluating and understanding and understands and accepts
the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment,
waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Administrative
Agent and the Arranger each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary,
for the Borrower or any of its respective Affiliates, stockholders, creditors or employees or any other Person; (c) neither the
Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the
Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to
any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether the Administrative
Agent or the Arranger has advised or is currently advising the Borrower or any of its respective Affiliates on other matters) and
neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its respective Affiliates with respect
to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents;
(d) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent nor
the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship;
and (e) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory
or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Credit Document) and each Credit Party has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate. Each Credit Party hereby waives and releases, to the fullest extent permitted by law,
any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency
or fiduciary duty.


 




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10.18      Source
of Funds.


 


Each of the Lenders hereby
represents and warrants to the Borrower that at least one of the following statements is an accurate representation as to the source
of funds to be used by such Lender in connection with the financing hereunder:


 


(a)          no
part of such funds constitutes assets allocated to any separate account maintained by such Lender in which any employee benefit
plan (or its related trust) has any interest;


 


(b)          to
the extent that any part of such funds constitutes assets allocated to any separate account maintained by such Lender, such Lender
has disclosed to the Borrower the name of each employee benefit plan whose assets in such account exceed ten percent (10%) of the
total assets of such account as of the date of such purchase (and, for purposes of this subsection (b), all employee benefit
plans maintained by the same employer or employee organization are deemed to be a single plan);


 


(c)          to
the extent that any part of such funds constitutes assets of an insurance company’s general account, such insurance company
has complied with all of the requirements of the regulations issued under Section 401(c)(1)(A) of ERISA; or


 


(d)          such
funds constitute assets of one or more specific benefit plans that such Lender has identified in writing to the Borrower.


 


As used in this Section, the terms “employee
benefit plan” and “separate account” shall have the respective meanings provided in Section 3 of ERISA.


 


10.19      GOVERNING
LAW.


 


(a)          THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, the LAW OF THE
STATE OF NEW YORK applicable to agreements made and to be performed entirely within such
State, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES; PROVIDED, THAT THE ADMINISTRATIVE Agent
AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


(b)          ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE Agent AND
EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER,
THE CREDIT PARTIES, THE ADMINISTRATIVE Agent AND EACH LENDER IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY CREDIT DOCUMENT OR
OTHER DOCUMENT RELATED


 




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THERETO. EACH OF
THE BORROWER, THE CREDIT PARTIES, THE ADMINISTRATIVE Agent AND EACH LENDER WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.


 


10.20     WAIVER
OF RIGHT TO TRIAL BY JURY.


 


EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY CREDIT DOCUMENT
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY
CREDIT DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED
IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.


 


10.21      No
Conflict.


 


To the extent there is
any conflict or inconsistency between the provisions hereof and the provisions of any other Credit Document, this Credit Agreement
shall control.


 


10.22      USA
Patriot Act Notice.


 


Each Lender and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrower (and to the extent applicable, the other Credit Parties), which
information includes the name and address of the Borrower (and to the extent applicable, the other Credit Parties) and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower (and to the extent applicable,
the other Credit Parties) in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent
or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests
in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules
and regulations, including the Act.


 


10.23     Electronic
Execution of Assignments and Certain Other Documents.


 


The words “execute,”
“execution,” “signed,” “signature” and words of like import in or related to any document to
be signed in connection with this Agreement and the transaction contemplated hereby (including without limitation Assignment and
Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the same legal


 




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effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided
that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligations to agree to accept
electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures
approved by it.


 


10.24     Entire
Agreement.


 


This Credit Agreement and
the other Credit Documents represent the final agreement AMONG the parties and may not be contradicted by evidence of prior, contemporaneous,
or subsequent oral agreements of the parties. There are no unwritten oral agreements AMONG the parties.


 


Article
XI


GUARANTY


 


11.01     The
Guaranty.


 


(a)          Each
of the Guarantors, unless released pursuant to Section 6.15(c) and Section 9.11, hereby jointly and severally guarantees to the
Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety,
the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further
agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment,
by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise)
in accordance with the terms of such extension or renewal.


 


(b)          Notwithstanding
any provision to the contrary contained herein, in any of the other Credit Documents or Swap Contracts, if any Guarantor is deemed
to have been rendered insolvent as a result of its guarantee obligations under this Section 11.01 and not to have received
reasonable equivalent value in exchange therefor, then, in such an event, the liability of such Guarantor under this Section
11.01 shall be limited to the maximum amount of the Obligations of the Borrower that such Guarantor may guaranty without rendering
the obligations of such Guarantor under this Section 11.01 void or voidable under any fraudulent conveyance or fraudulent
transfer law.


 


11.02     Obligations
Unconditional.


 


The obligations of the
Guarantors under Section 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any


 




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of the Credit Documents,
other documents relating to the Obligations, or Swap Contracts, or any other agreement or instrument referred to therein, or any
substitution, compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations,
and, to the fullest extent permitted by applicable Laws, irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.02
that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor
agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid under this Article XI until such time as the Obligations have been irrevocably
paid in full and the Commitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing,
it is agreed that, to the fullest extent permitted by applicable Laws, the occurrence of any one or more of the following shall
not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:


 


(a)          at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed
Obligations shall be extended, or such performance or compliance shall be waived;


 


(b)          any
of the acts mentioned in any of the provisions of any of the Credit Documents, other documents relating to the Guaranteed Obligations,
or any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender or any other agreement or instrument
referred to in the Credit Documents, other documents relating to the Guaranteed Obligations, or such Swap Contracts shall be done
or omitted;


 


(c)          the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or
amended in any respect, or any right under any of the Credit Documents, other documents relating to the Guaranteed Obligations,
or any Swap Contract between any Credit party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument
referred to in the Credit Documents, other documents relating to the Guaranteed Obligations, or any Swap Contract shall be waived
or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released, impaired or exchanged in
whole or in part or otherwise dealt with;


 


(d)          any
Lien granted to, or in favor of, the Administrative Agent or any of the holders of the Guaranteed Obligations as security for any
of the Guaranteed Obligations shall fail to attach or be perfected; or


 


(e)          any
of the Guaranteed Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor)
or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).


 


With respect to its obligations
hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest notice of acceptance of the
guaranty given hereby and of extensions of credit that may constitute Guaranteed Obligations, notices of amendments, waivers and
supplements to the Credit Documents and other documents relating to


 




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the Guaranteed Obligations,
or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that the Administrative
Agent or any holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of
the Credit Documents or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred
to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.


 


11.03      Reinstatement.


 


Neither the Guarantors’
obligations hereunder nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s
bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Guaranteed Obligations.
The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Obligations, whether as a result of any proceedings pursuant to any Debtor Relief Law or otherwise,
and each Guarantor agrees that it will indemnify the Administrative Agent and each holder of Guaranteed Obligations on demand for
all reasonable costs and expenses (including all reasonable fees, expenses and disbursements of any law firm or other counsel)
incurred by the Administrative Agent or such holder of Guaranteed Obligations in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any Debtor Relief Law; provided, that such indemnification shall not be available
to the extent that such costs and expenses are determined to have resulted from the gross negligence or willful misconduct of the
Administrative Agent or such holder of the Guaranteed Obligations.


 


11.04     Certain
Waivers.


 


Each Guarantor acknowledges
and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting
remedies in respect of any other security or collateral interests, and without the necessity at any time of having to take recourse
against the Borrower hereunder or against any collateral securing the Guaranteed Obligations or otherwise, (b) it will not
assert any right to require the action first be taken against the Borrower or any other Person (including any other Guarantor)
or pursuit of any other remedy or enforcement any other right and (c) nothing contained herein shall prevent or limit action
being taken against the Borrower hereunder, under the other Credit Documents or the other documents and agreements relating to
the Guaranteed Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising
any other rights or remedies available in respect thereof, if neither the Borrower nor the Guarantors shall timely perform their
obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge
of the Guarantors’ obligations hereunder unless as a result thereof, the Guaranteed Obligations shall have been paid in full
and the Commitments relating thereto shall have expired or been terminated, it being the purpose and intent that the Guarantors’
obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances.


 




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11.05     Rights
of Contribution.


 


The Guarantors hereby agree
as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from each
other Guarantor in accordance with applicable Laws. Such contribution rights shall be subordinate and subject in right of payment
to the Guaranteed Obligations until such time as the Guaranteed Obligations have been paid in full and the Commitments relating
thereto shall have expired or been terminated, and none of the Guarantors shall exercise any such contribution rights until the
Guaranteed Obligations have been paid in full and the Commitments relating thereto shall have expired or been terminated.


 


11.06     Guaranty
of Payment; Continuing Guaranty.


 


The guarantee in this Article XI
is a guaranty of payment and not of collection, and is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising until such time as the Guaranteed Obligations have been paid in full and the Commitments relating thereto shall have expired
or been terminated.


 


11.07     Keepwell.


 


Each Credit Party that
is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or, if applicable, at
the time the grant of a security interest under the Credit Documents by any such Specified Loan Party, in either case, becomes
effective with respect to any obligation under any Swap Contract, hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Obligation as may
be needed by such Specified Loan Party from time to time to honor all of its obligations under the Credit Documents in respect
of such Obligation on (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering
such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief
Laws, and not for any greater amount). The obligations and undertakings of each applicable Credit Party under this Section shall
remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Credit Party intends
this Section to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each Credit Party that would otherwise not constitute an Eligible Contract Participant for any Swap Obligation
for all purposes of the Commodity Exchange Act.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
-


SIGNATURE PAGES AND SCHEDULES AND EXHIBITS
TO FOLLOW]


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. 


	 	 	 	 
	BORROWER:	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited
	 	 	partnership
	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer





	 	 	 	 	 
	GUARANTORS:	OHI ASSET (la), LLC
	 	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	a Member of such company
	 	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited
	 	 	partnership
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	By:	Omega TRS I, Inc.,
	 	 	a Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer




 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT




    	 



    	 



    

 


	 	OHI ASSET, LLC
	 	OHI ASSET (ID), LLC
	 	OHI ASSET (CA), LLC
	 	DELTA INVESTORS I, LLC
	 	DELTA INVESTORS II, LLC
	 	OHI Asset (CO), LLC
	 	COLONIAL GARDENS, LLC
	 	WILCARE, LLC
	 	nrs ventures, l.l.c.
	 	ohi asset (ct) lender, llc
	 	ohi asset (Fl), llc
	 	ohi asset (il), llc
	 	ohi asset (mo), llc
	 	ohi asset (oh), llc
	 	ohi asset (oh) lender, llc
	 	ohi asset (pa), llc
	 	ohi asset ii (ca), llc
	 	ohi asset ii (fl), llc
	 	ohi asset cse-e, llc
	 	ohi asset cse-u, llc
	 	OHI ASSET CSb LLC
	 	OHI ASSET (MI), LLC
	 	OHI ASSET (FL) LENDER, LLC
	 	OHI ASSET HUD WO, LLC
	 	OHI ASSET (MD), LLC
	 	OHI ASSET (TX), LLC
	 	OHI ASSET (IN) WABASH, LLC
	 	OHI ASSET (IN) WESTFIELD, LLC
	 	OHI ASSET (IN) GREENSBURG, LLC
	 	OHI ASSET (IN) INDIANAPOLIS, LLC
	 	OHI ASSET HUD SF, LLC
	 	OHI ASSET (IN) AMERICAN VILLAGE, LLC
	 	OHI ASSET (IN) ANDERSON, LLC
	 	OHI ASSET (IN) BEECH GROVE, LLC
	 	OHI ASSET (IN) CLARKSVILLE, LLC
	 	OHI ASSET (IN) EAGLE VALLEY, LLC
	 	OHI ASSET (IN) ELKHART, LLC
	 	OHI ASSET (IN) FOREST CREEK, LLC
	 	OHI ASSET (IN) FORT WAYNE, LLC
	 	OHI ASSET (IN) FRANKLIN, LLC
	 	OHI ASSET (IN) KOKOMO, LLC
	 	OHI ASSET (IN) LAFAYETTE, LLC
	 	OHI ASSET (IN) MONTICELLO, LLC
	 	OHI ASSET (IN) NOBLESVILLE, LLC
	 	OHI ASSET (IN) ROSEWALK, LLC


 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT






    	 



    	 



    




 


	 	OHI ASSET (IN) SPRING MILL, LLC
	 	OHI ASSET (IN) TERRE HAUTE, LLC
	 	OHI ASSET (IN) ZIONSVILLE, LLC
	 	OHI Asset HUD CFG, LLC
	 	OHI ASSET HUD SF CA, LLC
	 	OHI ASSET (TX) HONDO, LLC
	 	OHI ASSET (MI) HEATHER HILLS, LLC
	 	OHI ASSET (IN) CROWN POINT, LLC
	 	OHI ASSET (IN) MADISON, LLC
	 	OHI ASSET (AR) ASH FLAT, LLC
	 	OHI ASSET (AR) CAMDEN, LLC
	 	OHI ASSET (AR) CONWAY, LLC
	 	OHI ASSET (AR) DES ARC, LLC
	 	OHI ASSET (AR) HOT SPRINGS, LLC
	 	OHI ASSET (AR) MALVERN, LLC
	 	OHI ASSET (AR) MENA, LLC
	 	OHI ASSET (AR) POCAHONTAS, LLC
	 	OHI ASSET (AR) SHERIDAN, LLC
	 	OHI ASSET (AR) WALNUT RIDGE, LLC
	 	OHI ASSET RO, LLC
	 	OHI ASSET (FL) LAKE PLACID, LLC
	 	OHI ASSET HUD DELTA, LLC
	 	OHI ASSET (IN) CLINTON, LLC
	 	OHI ASSET (IN) JASPER, LLC
	 	OHI ASSET (IN) SALEM, LLC
	 	OHI ASSET (IN) SEYMOUR, LLC
	 	OHI ASSET (WV) DANVILLE, LLC
	 	OHI ASSET (WV) IVYDALE, LLC
	 	OHI MEZZ LENDER, LLC
	 	OHI ASSET (TN) JEFFERSON CITY, LLC
	 	OHI ASSET (TN) ROGERSVILLE, LLC
	 	OHI ASSET CHG ALF, LLC
	 	BAYSIDE STREET, LLC
	 	BAYSIDE STREET II, LLC
	 	OHI (IOWA), LLC
	 	OHI (INDIANA), LLC
	 	OHI (ILLINOIS), LLC
	 	OHIMA, LLC
	 	STERLING ACQUISITION, LLC
	 	OHI (CONNECTICUT), LLC
	 	FLORIDA LESSOR – MEADOWVIEW, LLC
	 	WASHINGTON LESSOR –
    SILVERDALE, LLC
	 	GEORGIA LESSOR – BONTERRA/PARKVIEW, LLC
	 	ARIZONA LESSOR – INFINIA, LLC
	 	COLORADO LESSOR – CONIFER, LLC


 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT






    	 



    	 



    







	 	 	 	 	 
	 	TEXAS LESSOR – STONEGATE GP, LLC
	 	TEXAS LESSOR – STONEGATE LIMITED, LLC
	 	INDIANA LESSOR – WELLINGTON MANOR, LLC
	 	OHI ASSET (FL) LUTZ, LLC
	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	the Sole Member of each such company
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited
	 	 	partnership
	 	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer





	 	 	 	 	 	 
	 	3806 CLAYTON ROAD, LLC
	 	245 EAST WILSHIRE AVENUE, LLC
	 	13922 CERISE AVENUE, LLC
	 	637 EAST ROMIE LANE, LLC
	 	523 HAYES LANE, LLC
	 	GOLDEN HILL REAL ESTATE COMPANY, LLC
	 	11900 EAST ARTESIA BOULEVARD, LLC
	 	2400 PARKSIDE DRIVE, LLC
	 	1628 B STREET, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset HUD SF CA, LLC,
	 	 	 	the Sole Member of each such company
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer










	 	 	 	 	 	 
	 	ENCANTO SENIOR CARE, LLC
	 	OHI ASSET (AZ) AUSTIN HOUSE, LLC
	 	 
	 	 	By:	OHI Asset HUD SF, LLC,
	 	 	 	the Sole Member of each such company
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT


 




    	 



    	 



    




	 	 	 	 	 	 
	 	CFG 2115 WOODSTOCK PLACE, LLC
	 	1200 ELY STREET HOLDINGS CO. LLC
	 	42235 COUNTY ROAD HOLDINGS CO. LLC
	 	2425 TELLER AVENUE, LLC
	 	48 HIGH POINT ROAD, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset HUD CFG, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer





	 	 	 	 	 	 
	 	Texas Lessor - Stonegate, LP
	 	 
	 	 	By:	Texas Lessor – Stonegate GP, LLC,
	 	 	 	Its General Partner
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	PV REALTY – WILLOW TREE, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset HUD WO, LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT




    	 



    	 



    




	 	 	 	 	 	 
	 	PAVILLION NURSING CENTER NORTH, LLC
	 	PAVILLION NORTH PARTNERS, LLC
	 	THE SUBURBAN PAVILION, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset (OH), LLC,
	 	 	 	the Sole Member of each such company
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	OHI ASSET IV (PA) SILVER LAKE, LP
	 	 	 	 	 
	 	 	By:	OHI Asset CSE-U Subsidiary, LLC,
	 	 	 	Its General Partner
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	cse pennsylvania holdings, LP
	 	cse centennial village, lp
	 	 	 	 	 
	 	 	By:	OHI Asset CSE-E Subsidiary, LLC,
	 	 	 	Its General Partner
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT


 




    	 



    	 



    




	 	 	 	 	 	 
	 	CSE DENVER ILIFF LLC
	 	CSE FAIRHAVEN LLC
	 	CSE MARIANNA HOLDINGS LLC
	 	CSE TEXARKANA LLC
	 	CSE WEST POINT LLC
	 	CSE WHITEHOUSE LLC
	 	CARNEGIE GARDENS LLC
	 	FLORIDA REAL ESTATE COMPANY, LLC
	 	GREENBOUGH, LLC
	 	LAD I REAL ESTATE COMPANY, LLC
	 	PANAMA CITY NURSING CENTER LLC
	 	SKYLER MAITLAND LLC
	 	SUWANEE, LLC
	 	OHI ASSET CSE-U SUBSIDIARY, LLC
	 	OHI TENNESSEE, LLC
	 	 
	 	 	By:	OHI Asset CSE-U, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE BLOUNTVILLE LLC
	 	CSE BOLIVAR LLC
	 	CSE CAMDEN LLC
	 	CSE HUNTINGDON LLC
	 	CSE JEFFERSON CITY LLC
	 	CSE MEMPHIS LLC
	 	CSE RIPLEY LLC
	 	 	 	 	 
	 	 	By:	OHI Tennessee, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT


 




    	 



    	 



    




	 	 	 	 	 	 
	 	CSE CORPUS NORTH LLC
	 	CSE JACINTO CITY LLC
	 	CSE KERRVILLE LLC
	 	CSE RIPON LLC
	 	CSE SPRING BRANCH LLC
	 	CSE THE VILLAGE LLC
	 	CSE WILLIAMSPORT LLC
	 	DESERT LANE LLC
	 	NORTH LAS VEGAS LLC
	 	OHI ASSET CSE-E SUBSIDIARY, LLC
	 	 	 	 	 
	 	 	By:	OHI Asset CSE-E, LLC,
	 	 	 	the Sole Member of each of the companies
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	PAVILLION NORTH, LLP
	 	 	 	 	 
	 	 	By:	Pavillion Nursing Center North, LLC,
	 	 	 	its General Partner
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer


 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT


 




    	 



    	 



    




	 	 	 	 	 	 
	 	OHI ASSET (PA), LP
	 	OHI ASSET II (PA), LP
	 	OHI ASSET III (PA), LP
	 	 	 	 	 
	 	 	By:	OHI Asset (OH), LLC,
	 	 	 	the General Partner of each limited partnership
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE CASABLANCA HOLDINGS LLC
	 	 	 	 	 
	 	 	By:	OHI Asset CSB LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer
	 	 	 	 	 
	 	CSE CASABLANCA HOLDINGS II LLC
	 	 	 	 	 
	 	 	By:	CSE Casablanca Holdings LLC,
	 	 	 	the Sole Member of such company
	 	 	 	 	 
	 	 	 	By:	/s/ Daniel J. Booth
	 	 	 	Name:	Daniel J. Booth
	 	 	 	Title:	Chief Operating Officer




 


OHI
HEALTHCARE PROPERTIES LIMITED PARTNERSHIP


CREDIT AGREEMENT




    	 



    	 



    






 


	 	CSE ALBANY LLC
	 	CSE AMARILLO LLC
	 	CSE AUGUSTA LLC
	 	CSE BEDFORD LLC
	 	CSE CAMBRIDGE REALTY LLC
	 	CSE CANTON LLC
	 	CSE CEDAR RAPIDS LLC
	 	CSE CHELMSFORD LLC
	 	CSE CHESTERTON LLC
	 	CSE CLAREMONT LLC
	 	CSE DENVER LLC
	 	CSE DOUGLAS LLC
	 	CSE ELKTON REALTY LLC
	 	CSE FORT WAYNE LLC
	 	CSE FRANKSTON LLC
	 	CSE GEORGETOWN LLC
	 	CSE GREEN BAY LLC
	 	CSE HILLIARD LLC
	 	CSE HUNTSVILLE LLC
	 	CSE INDIANAPOLIS – CONTINENTAL LLC
	 	CSE INDIANAPOLIS – GREENBRIAR LLC
	 	CSE JEFFERSONVILLE – HILLCREST CENTER LLC
	 	CSE JEFFERSONVILLE – JENNINGS HOUSE LLC
	 	CSE KINGSPORT LLC
	 	CSE LAKE CITY LLC
	 	CSE LAKE WORTH LLC
	 	CSE LAKEWOOD LLC
	 	CSE LAS VEGAS LLC
	 	CSE LAWRENCEBURG LLC
	 	CSE LEXINGTON PARK REALTY LLC
	 	CSE LIGONIER LLC
	 	CSE LIVE OAK LLC
	 	CSE LOWELL LLC
	 	CSE MOBILE LLC
	 	CSE MOORE LLC
	 	CSE NORTH CAROLINA HOLDINGS I LLC
	 	CSE NORTH CAROLINA HOLDINGS II LLC
	 	CSE OMRO LLC
	 	CSE ORANGE PARK LLC
	 	CSE ORLANDO – PINAR TERRACE MANOR LLC
	 	CSE ORLANDO – TERRA VISTA REHAB LLC
	 	CSE PIGGOTT LLC
	 	CSE PILOT POINT LLC
	 	CSE PONCA CITY LLC
	 	CSE PORT ST. LUCIE LLC
	 	CSE RICHMOND LLC
	 	CSE SAFFORD LLC
	 	CSE SALINA LLC
	 	CSE SEMINOLE LLC
	 	CSE SHAWNEE LLC


 


OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT




 




    	 



    	 



    

 


	 	CSE STILLWATER LLC
	 	CSE TAYLORSVILLE LLC
	 	CSE TEXAS CITY LLC
	 	CSE UPLAND LLC
	 	CSE WINTER HAVEN LLC
	 	CSE YORKTOWN LLC
	 	 	 	 
	 	By:	CSE Casablanca Holdings II LLC,
	 	 	the Sole Member of each of the companies






	 	 	 	 
	 	By:	/s/ Daniel J. Booth






	 	Name: 	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 






	 	CSE LEXINGTON PARK LLC
	 	 	 	 
	 	By:	CSE Lexington Park Realty LLC,
	 	 	the Sole Member of such company






	 	 	 	 
	 	By:	/s/ Daniel J. Booth






	 	Name: 	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 






	 	CSE CAMBRIDGE LLC
	 	 	 	 
	 	By:	CSE Cambridge Realty LLC,
	 	 	the Sole Member of such company






	 	 	 	 
	 	By:	/s/ Daniel J. Booth






	 	Name: 	Daniel J. Booth
	 	Title:	Chief Operating Officer	 


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CSE ELKTON LLC
	 	 	 	 
	 	By:	CSE Elkton Realty LLC,
	 	 	the Sole Member of such company






	 	 	 	 
	 	By:	/s/ Daniel J. Booth






	 	Name: 	Daniel J. Booth
	 	Title:	Chief Operating Officer	 


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	CSE ARDEN L.P.
	 	CSE KING L.P.
	 	CSE KNIGHTDALE L.P.
	 	CSE LENOIR L.P.
	 	CSE WALNUT COVE L.P.
	 	CSE WOODFIN L.P.
	 	 
	 	By:	CSE North Carolina Holdings I LLC,
	 	 	the General Partner of each limited partnership
	 	 	 	 






	 	By:	/s/ Daniel J. Booth	 






	 	 	Name: 	Daniel J. Booth
	 	 	Title:	Chief Operating Officer






	 	 	 	 
	 	OMEGA TRS I, INC.
	 	 	 	 
	 	By:	/s/ Daniel J. Booth






	 	Name: 	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 






	 	CSE PINE VIEW LLC
	 	DIXIE WHITE HOUSE NURSING HOME, LLC
	 	OCEAN SPRINGS NURSING HOME, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS I, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS II, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS III, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS IV, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS V, LLC
	 	SKYLER BOYINGTON, LLC
	 	SKYLER FLORIDA, LLC
	 	SKYLER PENSACOLA, LLC
	 	 	 	 
	 	By:	OHI Asset HUD Delta, LLC,
	 	 	the Sole Member of each such company






	 	 	 	 
	 	By:	/s/ Daniel J. Booth






	 	Name: 	Daniel J. Booth
	 	Title:	Chief Operating Officer	 


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET (GA) MOULTRIE, LLC
	 	OHI ASSET (GA) SNELLVILLE, LLC
	 	OHI ASSET (ID) HOLLY, LLC
	 	OHI ASSET (ID) MIDLAND, LLC
	 	OHI ASSET (IN) CONNERSVILLE, LLC
	 	OHI ASSET (MS) BYHALIA, LLC
	 	OHI ASSET (MS) CLEVELAND, LLC
	 	OHI ASSET (MS) CLINTON, LLC
	 	OHI ASSET (MS) COLUMBIA, LLC
	 	OHI ASSET (MS) CORINTH, LLC
	 	OHI ASSET (MS) GREENWOOD, LLC
	 	OHI ASSET (MS) GRENADA, LLC
	 	OHI ASSET (MS) HOLLY SPRINGS, LLC
	 	OHI ASSET (MS) INDIANOLA, LLC
	 	OHI ASSET (MS) NATCHEZ, LLC
	 	OHI ASSET (MS) PICAYUNE, LLC
	 	OHI ASSET (MS) VICKSBURG, LLC
	 	OHI ASSET (MS) YAZOO CITY, LLC
	 	OHI ASSET (NC) WADESBORO, LLC
	 	OHI ASSET (OR) PORTLAND, LLC
	 	OHI ASSET (SC) AIKEN, LLC
	 	OHI ASSET (SC) ANDERSON, LLC
	 	OHI ASSET (SC) EASLEY ANNE, LLC
	 	OHI ASSET (SC) EASLEY CRESTVIEW, LLC
	 	OHI ASSET (SC) EDGEFIELD, LLC
	 	OHI ASSET (SC) GREENVILLE GRIFFITH, LLC
	 	OHI ASSET (SC) GREENVILLE LAURENS, LLC
	 	OHI ASSET (SC) GREENVILLE NORTH, LLC
	 	OHI ASSET (SC) GREER, LLC
	 	OHI ASSET (SC) MARIETTA, LLC
	 	OHI ASSET (SC) MCCORMICK, LLC
	 	OHI ASSET (SC) PICKENS EAST CEDAR, LLC
	 	OHI ASSET (SC) PICKENS ROSEMOND, LLC
	 	OHI ASSET (SC) PIEDMONT, LLC
	 	OHI ASSET (SC) SIMPSONVILLE SE MAIN, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST BROAD, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST CURTIS, LLC
	 	OHI ASSET (TN) BARTLETT, LLC
	 	OHI ASSET (TN) COLLIERVILLE, LLC
	 	OHI ASSET (TN) MEMPHIS, LLC
	 	OHI ASSET (TX) ANDERSON, LLC
	 	OHI ASSET (TX) BRYAN, LLC
	 	OHI ASSET (TX) BURLESON, LLC
	 	OHI ASSET (TX) COLLEGE STATION, LLC
	 	OHI ASSET (TX) COMFORT, LLC


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	OHI ASSET (TX) DIBOLL, LLC
	 	OHI ASSET (TX) GRANBURY, LLC
	 	OHI ASSET (TX) ITALY, LLC
	 	OHI ASSET (TX) WINNSBORO, LLC
	 	OHI ASSET (UT) OGDEN, LLC
	 	OHI ASSET (UT) PROVO, LLC
	 	OHI ASSET (UT) ROY, LLC
	 	OHI ASSET (VA) CHARLOTTESVILLE, LLC
	 	OHI ASSET (VA) FARMVILLE, LLC
	 	OHI ASSET (VA) HILLSVILLE, LLC
	 	OHI ASSET (VA) ROCKY MOUNT, LLC
	 	OHI ASSET (WA) BATTLE GROUND, LLC
	 	OHI ASSET RO PMM SERVICES, LLC
	 	OHI ASSET (GA) MACON, LLC
	 	OHI ASSET (SC) GREENVILLE, LLC
	 	OHI ASSET (SC) ORANGEBURG, LLC
	 	 	 
	 	By:	OHI Asset RO, LLC,
	 	 	the Sole Member of each such company
	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 
	 	OHI ASSET MANAGEMENT, LLC
	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	a Member of such company
	 	 	 
	 	By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership
	 	 	 






	 	By:	/s/ Daniel J. Booth






	 	Name: 	Daniel J. Booth
	 	Title:  	Chief Operating Officer
	 	 	 






	 	By:	Omega TRS I, Inc.,
	 	 	a member of such company
	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	OHI ASSET (OR) TROUTDALE, LLC
	 	OHI ASSET (PA) GP, LLC
	 	HOT SPRINGS ATRIUM OWNER, LLC
	 	HOT SPRINGS COTTAGES OWNER, LLC
	 	HOT SPRINGS MARINA OWNER, LLC
	 	 	 	 
	 	By:	OHI Asset CHG ALF, LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	OHI ASSET (PA) WEST MIFFLIN, LP
	 	BALA CYNWYD REAL ESTATE, LP
	 	 	 	 
	 	By:	OHI Asset (PA) GP, LLC,
	 	 	the General Partner of each limited partnerships
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	BAYSIDE COLORADO HEALTHCARE ASSSOCIATES, LLC
	 	By:	Bayside Street, LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT


 




    	 



    	 



    

 


	 	CANTON HEALTH CARE LAND, LLC
	 	DIXON HEALTH CARE CENTER, LLC
	 	HUTTON I LAND, LLC
	 	HUTTON II LAND, LLC
	 	HUTTON III LAND, LLC
	 	LEATHERMAN PARTNERSHIP 89-1, LLC
	 	LEATHERMAN PARTNERSHIP 89-2, LLC
	 	LEATHERMAN 90-1, LLC
	 	MERIDIAN ARMS LAND, LLC
	 	ORANGE VILLAGE CARE CENTER, LLC
	 	ST. MARY’S PROPERTIES, LLC
	 	 
	 	By:	Bayside Street II, LLC,
	 	 	the Sole Member of such company
	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	ADMINISTRATIVE AGENT:	bank of america, n.a.,
	 	as Administrative Agent
	 	 
	 	By:	/s/ Yinghua Zhang






	 	Name:	Yinghua Zhang
	 	Title:	Director


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	LENDERS:	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Yinghua Zhang






	 	Name:	Yinghua Zhang
	 	Title:	Director


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	CREDIT AGRICOLE COPORATE AND INVESTMENT BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Amy Trapp






	 	Name:	Amy Trapp
	 	Title:	Managing Director
	 	 	 






	 	By:	/s/ John Bosco






	 	Name:	John Bosco
	 	Title:	Director


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brendan M. Poe






	 	Name:	 Brendan M. Poe






	 	Title:	   Executive Director


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brad Bindas






	 	Name:	 Brad Bindas






	 	Title:	   Senior Vice President


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	MORGAN STANLEY BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Michael King






	 	Name:	  Michael King






	 	Title:	    Authorized Signatory


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	SUNTRUST BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Joshua Turner






	 	Name:	 Joshua Turner






	 	Title:	   Vice President


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brian Gross






	 	Name:	 Brian Gross






	 	Title:	   Authorized Signatory


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
	 	 	 
	 	By:	/s/ Scott O. Connell






	 	Name:	  Scott O. Connell






	 	Title:	    Director



 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 



    	 



    	 



    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Scott Rossbach






	 	Name:	 Scott Rossbach






	 	Title:	   Director


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Darin Mulliss






	 	Name:	 Darin Mulliss






	 	Title:	   Director


 





OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP


CREDIT
AGREEMENT






 




    	 



    	 



    

 




 








Schedule 2.01


 


LENDERS
AND COMMITMENTS


 


	Lender	Term Loan

 Commitment	
         

        Term Loan 

Commitment

 Percentage

	 	 	 
	Bank of America, N.A.	$11,451,612.91	11.451612910%
	Crédit Agricole Corporate and Investment Bank	$11,451,612.91	11.451612910%
	JPMorgan Chase Bank, N.A.	$11,451,612.91	11.451612910%
	Citizens Bank, National Association	$11,451,612.91	11.451612910%
	Morgan Stanley Bank, N.A.	$9,032,258.06	9.032258060%
	SunTrust Bank	$9,032,258.06	9.032258060%
	Royal Bank of Canada	$9,032,258.06	9.032258060%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$9,032,258.06	9.032258060%
	Capital One, National Association	$9,032,258.06	9.032258060%
	Wells Fargo Bank, National Association	$9,032,258.06	9.032258060%
	Total:	$100,000,000.00	100.000000000%
	 	 	 


 






    	 



    	 



    

 


Schedule 5.11


 




CORPORATE STRUCTURE; CAPITAL STOCK



 





 


ORGANIZATIONAL CHART OF OMEGA HEALTHCARE
INVESTORS, INC. As of March 31, 2015 Omega Healthcare Investors, Inc. 38 - 3041398 I: MD Q: AL, AR, CO, FL, ID, IN, KY, LA, MA,
MI, MO, NC, OH, PA, RI, TN, TX, WA Bayside Street II, LLC 38 - 3519969 I: DE (#9) Bayside Street, LLC 38 - 3160026 I: MD (#10)
Bayside Colorado Healthcare Associates, LLC 38 - 3517837 I: CO (#6) OHI (Iowa), LLC 38 - 3377918 I: IA Q: MD (#81) OHIMA, LLC
06 - 1552118 I: MA (#116) OHI (Indiana), LLC 38 - 3568359 I: IN Q: OH (#80) Sterling Acquisition, LLC 38 - 3207992 I: KY; Q: AL,
AR, FL, OH, TN, TX, WV (#136) NRS Ventures, L.L.C. 38 - 4236118 I: DE Q: AL, FL, GA, KY, TN (#75) OHI (Connecticut), LLC 06 -
1552120 I: CT Q: NH, VT, WV (#77) OHI (Illinois), LLC 47 - 3264182 I: IL Q: IN (#423) Delta Investors II, LLC 54 - 2112456 I:
MD Q: CA, NC, OH, WA, WV (#44) Delta Investors I, LLC 54 - 2112455 I: MD Q: CA, ID, MA, OH, WV (#43) 100% Page 1 of 6 ( #6417178)
100% 100% Colorado Lessor - Conifer, LLC 32 - 0008069 I: MD; Q: CO (#16) Indiana Lessor - Wellington Manor, LLC 32 - 0008064 I:
MD; Q: IN (#61) Texas Lessor - Stonegate Limited, LLC 32 - 0008072 I: MD (#140) Texas Lessor - Stonegate GP, LLC 32 - 0008071
I: MD; Q: TX (#139) Texas Lessor – Stonegate, LP 32 - 0008073 I: MD; Q: TX (#141) 99.99% (LP) .01% (GP) Arizona Lessor -
Infinia, LLC 32 - 0008074 I: MD; Q: AZ (#1) Georgia Lessor – Bonterrra/ Parkview, LLC 16 - 1650494 I: MD; Q: GA (#52) OHI
Asset (OH), LLC 04 - 3759938 I: DE; PA Q: OH (#96) 100% Washington Lessor – Silverdale, LLC 56 - 2386887 I: MD; Q: WA (#144)
Florida Lessor – Meadowview, LLC 56 - 2398721 I: MD Q: FL (#50) I = Incorporated; Q = Qualified; (##) = Cross - reference
with Alphabetical List in Doc. #6061737 Business Address for all Subsidiaries: 200 International Circle, Suite 3500 Hunt Valley,
Maryland 21030 - 1394 OHI Asset (OH) Lender, LLC 51 - 0529744 I: DE (#94) Dixon Health Care Center, LLC 34 - 1509772 I: OH (#46)
Hutton II Land, LLC 20 - 1914470 I: OH (#58) Leatherman Partnership 89 - 2, LLC 34 - 1656491 I: OH (#67) Leatherman Partnership
89 - 1, LLC 34 - 1656489 I: OH (#66) Leatherman 90 - 1, LLC 20 - 1914625 I: OH (#65) St. Mary’s Properties, LLC 20 - 1914905
I: OH (#135) Orange Village Care Center, LLC 34 - 1321728 I: OH (#119) Meridian Arms Land, LLC 20 - 1914864 I: OH (#73) Canton
Health Care Land, LLC 20 - 1914579 I: OH (#11) Hutton I Land, LLC 20 - 1914403 I: OH (#57) Hutton III Land, LLC 20 - 1914529 I:
OH (#59) Colonial Gardens, LLC 26 - 0110549 I: OH (#15) Wilcare, LLC 26 - 0110550 I: OH (#147) OHI Asset (PA), LLC 90 - 0137715
I: DE; Q: OH, PA, WV (#98) OHI Asset II (PA), LP 84 - 6390330 I: MD Q:PA (#109) Pavillion North Partners, LLC 47 - 3255261_ I:
PA (#421) Pavillion Nursing Center North, LLC 47 - 3259540 I:PA (#422) The Suburban Pavilion, LLC 34 - 1035431 I:OH (#143) Pavillion
North, LLP 75 - 3202956 I:PA (#124) 40% (GP) 60% (LP) OHI Asset III (PA), LP 84 - 6390331 I: MD Q: OH, PA (#110) 100% OHI Asset
(CT) Lender, LLC 75 - 3205111 I: DE Q: NH, RI, MA (#86) OHI Asset (IL), LLC 14 - 1951802 I: DE Q: IL (#89) OHI Asset (CO), LLC
84 - 1706510 I: DE Q: CO, ID (#84) OHI Asset (TX), LLC 04 - 3759927 I: DE Q: TX (#100) OHI Asset II (CA), LLC 20 - 1000879 I:
DE Q: CA (#107) OHI Asset (PA), LP 54 - 6643405 I: MD Q: OH, PA, WV (#97) OHI Asset II (FL), LLC 27 - 1813906 I: DE; Q: FL (#108)
100% OHI Asset (MD), LLC 45 - 2611748 I:DE (#260) OHI Asset, LLC 32 - 0079270 I: DE Q: AL, NC, TN, WA (#112) OHI Asset (CA), LLC
04 - 3759925 I: DE Q: CA (#83) OHI Asset (FL), LLC 13 - 4225158 I: DE Q: FL, NM (#87) OHI Asset (ID), LLC 04 - 3759931 I: DE Q:
ID (#88) OHI Asset (MO), LLC 04 - 3759939 I: DE Q: MO (#93) OHI Healthcare Properties Holdco, Inc. 47 - 2148273 I: DE (#406) OHI
Healthcare Properties Limited Partnership 36 - 4796206 I: DE (#407) 100% 99.99% (GP and LP) 100% 99% (LP) 1% (GP) 100% 100% .01%
(LP) 100% OHI Asset (FL) Lutz, LLC 30 - 0858827 I: DE Q: FL (#424)


 


    	 



    	 



    

 





 


ORGANIZATIONAL CHART OF OMEGA HEALTHCARE
INVESTORS, INC. (Continued) OHI Asset CSE - U, LLC 27 - 1675768 I: DE (#103) Carnegie Gardens LLC 20 - 2442381 I: DE; Q: FL (#12)
Page 2 of 6 (#6417178) CSE Denver Iliff LLC 20 - 8037772 I: DE; Q: CO (#25) CSE Fairhaven LLC 20 - 8281491 I: DE; Q: MA (#26)
CSE Marianna Holdings LLC 20 - 1411422 I: DE; Q: FL (#31) CSE Texarkana LLC 20 - 5862880 I: DE; Q: TX (#37) CSE West Point LLC
20 - 5887119 I: DE; Q: MS (#39) CSE Whitehouse LLC 20 - 8294979 I: DE; Q: OH (#40) Greenbough, LLC 27 - 0258266 I: DE; Q: MS (#53)
Panama City Nursing Center LLC 20 - 2568041 I: DE; Q: FL (#121) Skyler Maitland LLC 20 - 3888672 I: DE; Q: FL (#133) Suwanee,
LLC 20 - 5223977 I: DE; Q: FL (#138) Florida Real Estate Company, LLC 20 - 1458431 I: FL (#51) LAD I Real Estate Company, LLC
20 - 1454154 I: DE; Q: FL (#63) OHI Asset CSE - E, LLC 27 - 1675861 I: DE (#102) CSE Corpus North LLC 20 - 5186415 I: DE; Q: TX
(#23) CSE Jacinto City LLC 20 - 5186519 I: DE; Q: TX (#28) CSE Kerrville LLC 20 - 8684872 I: DE; Q: TX (#30) CSE Ripon LLC 26
- 0480886 I: DE; Q: WI (#35) CSE Spring Branch LLC 20 - 5186484 I: DE; Q: TX (#36) CSE The Village LLC 20 - 5186550 I: DE; Q:
TX (#38) CSE Williamsport LLC 26 - 0480953 I: DE; Q: IN (#41) Desert Lane LLC 20 - 3098022 I: DE; Q: NV (#45) North Las Vegas
LLC 20 - 3098036 I: DE; Q: NV (#74) CSE Pennsylvania Holdings, LP 20 - 6974946 I: DE (#33) OHI Asset IV (PA) Silver Lake, LP 80
- 6146794 I: MD; Q: PA (#111) CSE Centennial Village, LP 20 - 6974959 I: DE; Q: PA (#22) OHI Asset CSB LLC 27 - 2820083 I: DE
(#148) CSE Casablanca Holdings LLC 20 - 8724466 I: DE (#157) CSE Casablanca Holdings II LLC 26 - 0595183 I: DE (#158) CSE Albany
LLC 20 - 5885886 I: DE Q: KY (#149) CSE Amarillo LLC 20 - 5862752 I: DE Q: TX (#150) 100% CSE Augusta LLC 20 - 5885921 I: DE Q:
KY (#152) CSE Canton LLC 20 - 5887312 I: DE Q: OH (#156) CSE Cedar Rapids LLC 20 - 5884941 I: DE Q: IA (#159) CSE Chelmsford LLC
20 - 5920451 I: DE Q: MA (#160) CSE Chesterton LLC 20 - 5885195 I: DE Q: IN (#161) CSE Claremont LLC 20 - 5883891 I: DE Q: CA
(#162) CSE Denver LLC 20 - 5884311 I: DE Q: CO (#163) CSE Douglas LLC 20 - 5883761 I: DE Q: AZ (#164) 100% CSE Bedford LLC 20
- 5886082 I: DE Q: KY (#153) 100% 100% 100% 100% CSE North Carolina Holdings I LLC 20 - 5888397 I: DE (#195) CSE North Carolina
Holdings II LLC 20 - 5888430 I: DE (#196) 1% (GP) 99% (LP) CSE Arden L.P. 20 - 5888680 I: DE Q: NC (#151) CSE King L.P. 20 - 5888725
I: DE Q: NC (#178) CSE Knightdale L.P. 20 - 5888653 I: DE Q: NC (#180) CSE Lenoir L.P. 20 - 5888528 I: DE Q: NC (#186) CSE Walnut
Cove L.P. 20 - 5888502 I: DE Q: NC (#214) CSE Woodfin L.P. 20 - 5888619 I: DE Q: NC (#216) CSE Fort Wayne LLC 20 - 5885125 I:
DE Q: IN (#168) CSE Frankston LLC 20 - 5862947 I: DE Q: TX (#169) CSE Georgetown LLC 20 - 5886126 I: DE Q: KY (#170) CSE Green
Bay LLC 20 - 5888029 I: DE Q: WI (#171) CSE Hilliard LLC 20 - 5887347 I: DE Q: OH (#172) CSE Huntsville LLC 20 - 5887764 I: DE
Q: TN (#173) CSE Indianapolis - Continental LLC 20 - 5885046 I: DE Q: IN (#174) CSE Indianapolis - Greenbriar LLC 20 - 5885096
I: DE Q: IN (#175) CSE Jeffersonville - Hillcrest Center LLC 20 - 5885261 I: DE Q: IN (#176) CSE Jeffersonville - Jennings House
LLC 20 - 5885346 I: DE Q: IN (#177) CSE Mobile LLC 20 - 5883572 I: DE Q: AL (#193) CSE Kingsport LLC 20 - 5887736 I: DE Q: TN
(#179) CSE Lake City LLC 20 - 5863259 I: DE Q: FL (#181) CSE Lake Worth LLC 20 - 5863173 I: DE Q: FL (#182) CSE Lakewood LLC 20
- 5884352 I: DE Q: CO (#183) CSE Las Vegas LLC 20 - 5887216 I: DE Q: NM (#184) CSE Lawrenceburg LLC 20 - 5887802 I: DE Q: TN (#185)
CSE Ligonier LLC 20 - 5885484 I: DE Q: IN (#189) CSE Live Oak LLC 20 - 5863086 I: DE Q: FL (#190) CSE Lowell LLC 20 - 5885381
I: DE Q: IN (#192) CSE Moore LLC 20 - 5887574 I: DE Q: OK (#194) CSE Lexington Park LLC 20 - 5886951 I: DE Q: MD (#187) CSE Omro
LLC 20 - 5887998 I: DE Q: WI (#197) CSE Orange Park LLC 20 - 5863371 I: DE Q: FL (#198) CSE Orlando - Pinar Terrace Manor LLC
20 - 5863043 I: DE Q: FL (#199) CSE Orlando - Terra Vista Rehab LLC 20 - 5863223 I: DE Q: FL (#200) CSE Piggott LLC 20 - 5883659
I: DE Q: AR (#201) CSE Pilot Point LLC 20 - 5862827 I: DE Q: TX (#202) CSE Ponca City LLC 20 - 5887495 I: DE Q: OK (#203) CSE
Port St. Lucie LLC 20 - 5863294 I: DE Q: FL (#204) CSE Richmond LLC 20 - 5885427 I: DE Q: IN (#205) CSE Safford LLC 20 - 5883807
I: DE Q: AZ (#206) CSE Salina LLC 20 - 5885669 I: DE Q: KS (#207) CSE Seminole LLC 20 - 5887615 I: DE Q: OK (#208) CSE Shawnee
LLC 20 - 5887524 I: DE Q: OK (#209) CSE Stillwater LLC 20 - 5887548 I: DE Q: OK (#210) CSE Taylorsville LLC 20 - 5886196 I: DE
Q: KY (#211) CSE Texas City LLC 20 - 5862791 I: DE Q: TX (#212) CSE Upland LLC 20 - 5891148 I: DE Q: IN (#213) CSE Winter Haven
LLC 20 - 5863327 I: DE Q: FL (#215) CSE Yorktown LLC 20 - 5885163 I: DE Q: IN (#217) CSE Cambridge Realty LLC 20 - 5959318 I:
DE Q: MD (#155) CSE Elkton Realty LLC 20 - 5959253 I: DE Q: MD (#167) CSE Lexington Park Realty LLC 20 - 5959280 I: DE Q: MD (#188)
CSE Cambridge LLC 20 - 5886976 I: DE Q: MD (#154) CSE Elkton LLC 20 - 5887006 I: DE Q: MD (#166) 100% 100% 100% OHI Tennessee,
LLC 38 - 3509157 I: MD; Q: TN (#115) 100% 100% CSE Memphis LLC 20 - 8295130 I: DE; Q: TN (#32) CSE Ripley LLC 20 - 8295238 I:
DE; Q: TN (#34) CSE Blountville LLC 20 - 8295288 I: DE; Q: TN (#19) CSE Bolivar LLC 20 - 8295024 I: DE; Q: TN (#20) CSE Huntingdon
LLC 20 - 8295191 I: DE; Q: TN (#27) CSE Jefferson City LLC 20 - 8295101 I: DE; Q: TN (#29) 100% CSE Camden LLC 20 - 8295066 I:
DE; Q:TN (#21) 100% Omega Healthcare Investors, Inc. 38 - 3041398 I: MD Q: AL, AR, CO, FL, ID, IN, KY, LA, MA, MI, MO, NC, OH,
PA, RI, TN, TX, WA OHI Healthcare Properties Holdco, Inc. 47 - 2148273 I: DE (#406) OHI Healthcare Properties Limited Partnership
36 - 4796206 I: DE (#407) 100% 100% 100% 100% OHI Asset CSE - U Subsidiary, LLC 32 - 0459385 I: DE (#420) 1% (GP) 99% (LP) OHI
Asset CSE - E Subsidiary, LLC 61 - 1756267 I: DE (#419) 1% (GP) 99% (LP) 99% (LP) 99.99% (GP and LP) .01% (LP)


 


    	 



    	 



    

 





 


ORGANIZATIONAL CHART OF OMEGA HEALTHCARE
INVESTORS, INC. (Continued) OHI Asset HUD H - F, LLC 27 - 1894893 I: DE (#106) CHR Bartow LLC 26 - 3708257 I: DE; Q: FL (#218)
Page 3 of 6 (#6417178) CHR Boca Raton LLC 26 - 3709390 I: DE; Q: FL (#219) CHR Bradenton LLC 26 - 3710605 I: DE; Q: FL (#220)
CHR Cape Coral LLC 26 - 3710052 I: DE; Q: FL (#221) CHR Clearwater Highland LLC 26 - 3709760 I: DE; Q: FL (#222) CHR Clearwater
LLC 26 - 3708420 I: DE; Q: FL (#223) CHR Deland East LLC 26 - 3709095 I: DE; Q: FL (#224) CHR Deland West LLC 26 - 3709165 I:
DE; Q: FL (#225) CHR Fort Myers LLC 26 - 3710399 I: DE; Q: FL (#226) CHR Fort Walton Beach LLC 26 - 3708663 I: DE; Q: FL (#227)
CHR Gulfport LLC 26 - 3710452 I: DE; Q: FL (#228) CHR Hudson LLC 26 - 3709991 I: DE; Q: FL (#229) CHR Lake Wales LLC 26 - 3708893
I: DE; Q: FL (#230) CHR Lakeland LLC 26 - 3708735 I: DE; Q: FL (#231) CHR Panama City LLC 26 - 3708524 I: DE; Q: FL (#232) CHR
Pompano Beach Broward LLC 26 - 3710220 I: DE; Q: FL (#233) CHR Pompano Beach LLC 26 - 3709856 I: DE; Q: FL (#234) CHR Sanford
LLC 26 - 3709701 I: DE; Q: FL (#235) CHR Sarasota LLC 26 - 3710347 I: DE; Q: FL (#236) CHR Spring Hill LLC 26 - 3709633 I: DE;
Q: FL (#237) CHR St. Pete Abbey LLC 26 - 3709327 I: DE; Q: FL (#238) CHR St. Pete Bay LLC 26 - 3709236 I: DE; Q: FL (#239) 100%
CHR St Pete Egret LLC 26 - 3708588 I: DE; Q: FL (#240) CHR Tampa Carrollwood LLC 26 - 3709502 I: DE; Q: FL (#241) CHR Tampa LLC
26 - 3710161 I: DE; Q: FL (#242) CHR Tarpon Springs LLC 26 - 3708823 I: DE; Q: FL (#243) CHR Titusville LLC 26 - 3709919 I: DE;
Q: FL (#244) CHR West Palm Beach LLC 26 - 3710287 I: DE; Q: FL (#245) 100% Pensacola Real Estate Holdings I, LLC 59 - 3667935
I: FL (#249) Pensacola Real Estate Holdings II, LLC 59 - 3667937 I: FL (#250) Pensacola Real Estate Holdings III, LLC 59 - 3667939
I: FL (#251) Pensacola Real Estate Holdings IV, LLC 59 - 3667940 I: FL (#252) Pensacola Real Estate Holdings V, LLC 59 - 3667941
I: FL (#253) Skyler Boyington, LLC 42 - 1572543 I: MS (#254) OHI Asset HUD Delta, LLC 27 - 1895030 I: DE (#105) CSE Pine View
LLC 20 - 5398686 I: DE; Q: MS (#246) Dixie White House Nursing Home, LLC 59 - 3738671 I: MS (#247) Ocean Springs Nursing Home,
LLC 58 - 2635823 I: MS (#248) Skyler Florida, LLC 64 - 0821299 I: MS; Q: FL (#255) Skyler Pensacola, LLC 59 - 3561064 I: FL (#256)
100% 100% 100% OHI Asset (MI), LLC 27 - 3378345 I: DE (#257) OHI Asset (FL) Lender, LLC 27 - 4450390 I: DE (#258) OHI Asset HUD
WO, LLC 45 - 2379675 I: DE (#259) PV Realty – Clinton, LLC 26 - 4389743 I: MD (#262) PV Realty – Kensington, LLC 26
- 4389837 I: MD (#263) PV Realty – Willow Tree, LLC 27 - 0328038 I: MD; Q: WV (#264) OHI Asset HUD CFG, LLC 45 - 3662151
I: DE (#261) 2701 Twin Rivers Drive, LLC 61 - 1573466 I: AR (#266) 228 Pointer Trail West, LLC 61 - 1573453 I: AR (#267) 3600
Richards Road, LLC 61 - 1573467 I: AR (#268) 1101 Waterwell Road, LLC 61 - 1573458 I: AR (#269) 1040 Wedding Ford Road, LLC 61
- 1573457 I: AR (#270) 1194 North Chester Street, LLC 61 - 1573460 I: AR (#271) 1149 & 1151 West New Hope Road, LLC 61 - 1573459
I: AR (#272) 1401 Park Avenue, LLC 61 - 1573464 I: AR (#273) 115 Orendorff Avenue, LLC 61 - 1573450 I: AR (#274) 202 Tims Avenue,
LLC 61 - 1573452 I: AR (#275) 900 Magnolia Road SW, LLC 61 - 1573456 I: AR (#276) 700 Mark Drive, LLC 61 - 1573454 I: AR (#277)
1200 Ely Street Holdings Co. LLC 26 - 3524594 I: MI (#278) 2425 Teller Avenue, LLC 20 - 5672217 I: CO (#279) CFG 2115 Woodstock
Place, LLC 26 - 1123970 I: DE; Q: WI (#280) 42235 County Road Holdings Co. LLC 83 - 0500167 I: MI (#281) 48 High Point Road, LLC
27 - 2498824 I: MD; Q: FL (#282) PV Realty – Holly Hill, LLC 74 - 3244463 I: MD (#265) 100% 100% 100% SLC Property Investors,
LLC 32 - 0265175 I: DE (#283) 100% OHI Asset (MI) Heather Hills, LLC 46 - 1515395 I: DE; Q: MI (#317) OHI Asset (IN) Wabash, LLC
38 - 3879151 I: DE (#285) OHI Asset (IN) Westfield, LLC 32 - 0381277 I: DE (#286) OHI Asset (IN) Greensburg, LLC 38 - 3879137
I: DE (#287) OHI Asset (IN) Indianapolis, LLC 36 - 4736441 I: DE (#288) Omega Healthcare Investors, Inc. 38 - 3041398 I: MD Q:
AL, AR, CO, FL, ID, IN, KY, LA, MA, MI, MO, NC, OH, PA, RI, TN, TX, WA OHI Healthcare Properties Holdco, Inc. 47 - 2148273 I:
DE (#406) OHI Healthcare Properties Limited Partnership 36 - 4796206 I: DE (#407) 100% 100% 99.99% (GP and LP) .01% (LP)


 


    	 



    	 



    

 





 


OHI Asset (IN) Elkhart, LLC 46 - 1035197
I: DE; Q: IN (#298) OHI Asset (IN) Clarksville, LLC 46 - 1011127 I: DE; Q: IN (#299) OHI Asset (IN) Noblesville, LLC 46 - 1103366
I: DE; Q: IN (#300) OHI Asset (IN) Rosewalk, LLC 46 - 1116285 I: DE; Q: IN (#301) OHI Asset (IN) Lafayette, LLC 46 - 1085161 I:
DE; Q: IN (#302) OHI Asset (IN) Spring Mill, LLC 46 - 1120573 I: DE; Q: IN (#303) OHI Asset (IN) Terre Haute, LLC 46 - 1140102
I: DE; Q: IN (#304) OHI Asset (IN) Zionsville, LLC 46 - 1152307 I: DE; Q: IN (#305) OHI Asset HUD SF CA, LLC 46 - 1251365 I: DE
(#306) OHI Asset (TX) Hondo, LLC 46 - 1346058 I: DE; Q: TX (#307) OHI Asset (IN) American Village, LLC 46 - 0985915 I: DE; Q:
IN (#289) OHI Asset (IN) Beech Grove, LLC 46 - 1000956 I: DE; Q: IN (#290) OHI Asset (IN) Eagle Valley, LLC 46 - 1021612 I: DE;
Q: IN (291) OHI Asset (IN) Anderson, LLC 46 - 0989235 I: DE; Q: IN (#292) OHI Asset (IN) Forest Creek, LLC 46 - 1040435 I: DE;
Q: IN (#293) OHI Asset (IN) Franklin, LLC 46 - 1062818 I: DE; Q: IN (#294) OHI Asset (IN) Fort Wayne, LLC 46 - 1050897 I: DE;
Q: IN (#295) OHI Asset (IN) Monticello, LLC 46 - 1090601 I: DE; Q: IN (#296) OHI Asset (IN) Kokomo, LLC 46 - 1071289 I: DE; Q:
IN (#297) ORGANIZATIONAL CHART OF OMEGA HEALTHCARE INVESTORS, INC. (Continued) Page 4 of 6 (#6417178) OHI Asset HUD SF, LLC 80
- 0830116 I: DE; Q: AZ (#284) Encanto Senior Care, LLC 20 - 1669755 I: AZ (#308) G&L Gardens, LLC 95 - 4639695 I: AZ (#309)
Palm Valley Senior Care, LLC 75 - 3153681 I: AZ (#310) Ridgecrest Senior Care, LLC 20 - 1998988 I: AZ (#311) 3806 Clayton Road,
LLC 90 - 0266403 I: CA (#312) 245 East Wilshire Avenue, LLC 90 - 0266386 I: CA (#13) 13922 Cerise Avenue, LLC 71 - 0976970 I:
CA (#314) 637 East Romie Lane, LLC 90 - 0266404 I: CA (#315) 523 Hayes Lane, LLC 45 - 1777721 I: CA (#316) OHI Asset (IN) Madison,
LLC #46 - 1745924 I: DE; Q: IN (#318) OHI Asset (IN) Crown Point, LLC #46 - 1738072 I: DE; Q: IN (#319) 1628 B Street, LLC 30
- 0482286 I: CA (#320) 2400 Parkside Drive, LLC 30 - 0482288 I: CA (#321) 3232 Artesia Real Estate, LLC 65 - 1232714 I: CA (#322)
11900 East Artesia Boulevard, LLC 90 - 0266391 I: CA (#323) Golden Hill Real Estate Company, LLC 71 - 0976967 I: CA (#324) OHI
Mezz Lender, LLC #46 - 3201249 I: DE (#325) OHI Asset (AR) Sheridan, LLC #46 - 3739623 I: DE; Q: AR (#334) OHI Asset (AR) Camden,
LLC #46 - 3672608 I: DE; Q: AR (#327) OHI Asset (AR) Conway, LLC #61 - 1721332 I: DE; Q: AR (#328) OHI Asset (AR) Des Arc, LLC
#46 - 3691025 I: DE; Q: AR (#329) OHI Asset (AR) Hot Springs, LLC #80 - 0951655 I: DE; Q: AR (#330) OHI Asset (AR) Mena, LLC #38
- 3915930 I: DE; Q: AR (#331) OHI Asset (AR) Malvern, LLC #46 - 3719491 I: DE; Q: AR (#332) OHI Asset (AR) Pocahontas, LLC #46
- 3728913 I: DE; Q: AR (#333) OHI Asset (AR) Ash Flat, LLC #46 - 3670959 I: DE; Q: AR (#326) OHI Asset (AR) Walnut Ridge, LLC
#46 - 3751920 I: DE; Q: AR (#335) OHI Asset (FL) Lake Placid, LLC #46 - 3827043 I: DE; Q: FL (#337) OHI Asset (IN) Clinton, LLC
#46 - 4095764 I: DE; Q: IN (#338) OHI Asset (IN) Jasper, LLC #46 - 4100999 I: DE; Q: IN (#339) OHI Asset (IN) Salem, LLC #46 -
4111473 I: DE; Q: IN (#340) OHI Asset (IN) Seymour, LLC #46 - 4133715 I: DE; Q: IN (#341) OHI Asset (AZ) Austin House, LLC #46
- 4385050 I: DE (#400) OHI Asset (WV) Danville, LLC #47 - 1084194 I: DE (#404) OHI Asset (WV) Ivydale, LLC #47 - 1112048 I: DE
(#405) Omega Healthcare Investors, Inc. 38 - 3041398 I: MD Q: AL, AR, CO, FL, ID, IN, KY, LA, MA, MI, MO, NC, OH, PA, RI, TN,
TX, WA OHI Healthcare Properties Holdco, Inc. 47 - 2148273 I: DE (#406) OHI Healthcare Properties Limited Partnership 36 - 4796206
I: DE (#407) 100% 100% 100% 100% 100% 100% 100% 100% 99.99% (GP and LP) .01% (LP)


 


    	 



    	 



    

 





 


OHI Asset (UT) Roy, LLC 46 - 4931511 I:
DE Q: UT (#393) OHI Asset (TX) Comfort, LLC 46 - 4815908 I: DE Q: TX (#386) OHI Asset (SC) Marietta, LLC 46 - 4569172 I: DE Q:
SC (#371) ORGANIZATIONAL CHART OF OMEGA HEALTHCARE INVESTORS, INC. (Continued) Page 5 of 6 (#6417178) OHI Asset RO, LLC #90 -
1018980 I: DE; Q: AR (#336) OHI Asset (MS) Natchez, LLC 46 - 4384987 I: DE Q: MS (#356) OHI Asset (NC) Wadesboro, LLC 35 - 2492230
I: DE Q: NC (#360) OHI Asset (SC) Edgefield, LLC 46 - 4494366 I: DE Q: SC (#366) OHI Asset (SC) Greenville Laurens, LLC 46 - 4524387
I: DE Q: SC (#368) OHI Asset (MS) Picayune, LLC 90 - 1036523 I: DE Q: MS (#357) OHI Asset (MS) Vicksburg, LLC 90 - 1036559 I:
DE Q: MS (#358) OHI Asset (MS) Yazoo City, LLC 38 - 3921461 I: DE Q: MS (#359) OHI Asset (OR) Portland, LLC 30 - 0805633 I: DE
Q: OR (#361) OHI Asset (SC) Aiken, LLC 46 - 4426281 I: DE Q: SC (#362) OHI Asset (SC) Anderson, LLC 46 - 4455254 I: DE Q: SC (#363)
OHI Asset (SC) Easley Anne, LLC 46 - 4475177 I: DE Q: SC (#364) OHI Asset (SC) Easley Crestview, LLC 46 - 4489507 I: DE Q: SC
(#365) OHI Asset (SC) Greenville Griffith, LLC 46 - 4510885 I: DE Q: SC (#367) OHI Asset (SC) Greenville North, LLC 46 - 4538349
I: DE Q: SC (#369) OHI Asset (SC) Greer, LLC 46 - 4551649 I: DE Q: SC (#370) OHI Asset (SC) Piedmont, LLC 46 - 4640288# I: DE
Q: SC (#375) OHI Asset (TN) Memphis, LLC 46 - 4750926 I: DE Q: TN (#381) OHI Asset (TX) Bryan, LLC 46 - 4781488 I: DE Q: TX (#383)
OHI Asset (SC) McCormick, LLC 46 - 4597938 I: DE Q: SC (#372) OHI Asset (SC) Pickens East Cedar, LLC 46 - 4613823 I: DE Q: SC
(#373) OHI Asset (SC) Pickens Rosemond, LLC 46 - 4629569 I: DE Q: SC (#374) OHI Asset (SC) Simpsonville SE Main, LLC 46 - 4682098
I: DE Q: SC (#376) OHI Asset (SC) Simpsonville West Broad, LLC 46 - 4695995 I: DE Q: SC (#377) OHI Asset (SC) Simpsonville West
Curtis, LLC 46 - 4712666 I: DE Q: SC (#378) OHI Asset (TN) Bartlett, LLC 46 - 4727889 I: DE Q: TN (#379) OHI Asset (TN) Collierville,
LLC 46 - 4738239 DE Q: TN (#380) OHI Asset (TX) Anderson, LLC 46 - 4764905 I: DE Q: TX (#382) OHI Asset (TX) Burleson, LLC 46
- 4795498 I: DE Q: TX (#384) OHI Asset (TX) College Station, LLC 46 - 4805289 I: DE Q: TX (#385) OHI Asset (ID) Midland, LLC 46
- 4279515 I: DE Q: ID (#345) OHI Asset (MS) Corinth, LLC 46 - 4351222 I: DE Q: (MS) #351) OHI Asset (MS) Grenada, LLC 46 - 4376223
I: DE Q: MS (#353) OHI Asset (GA) Moultrie, LLC 46 - 4254981 I: DE Q: GA (#342) OHI Asset (GA) Snellville, LLC 46 - 4259685 I:
DE Q: GA (#343) OHI Asset (ID) Holly, LLC 46 - 4268973 I: DE Q: ID (#344) OHI Asset (IN) Connersville, LLC 46 - 4289202 I: DE
Q: IN (#346) OHI Asset (MS) Byhalia, LLC 46 - 4298734 I: DE Q: MS (#347) OHI Asset (MS) Cleveland, LLC 36 - 4774986 I: DE Q: MS
(#348) OHI Asset (MS) Clinton, LLC 80 - 0965657 I: DE Q: MS (#349) OHI Asset (MS) Columbia, LLC 46 - 4340609 I: DE Q: MS (#350)
OHI Asset (MS) Greenwood, LLC 46 - 4361245 I: DE Q: MS (#352) OHI Asset (MS) Holly Springs, LLC 38 - 3921178 I: DE Q: MS (#354)
OHI Asset (MS) Indianola, LLC 90 - 1036275 I: DE Q: MS (#355) OHI Asset (TX) Winnsboro, LLC 46 - 4881288 I: DE Q: TX (#390) OHI
Asset (TX) Diboll, LLC 46 - 4843528 I: DE Q: TX (#387) OHI Asset (TX) Granbury, LLC 46 - 4852513 I: DE Q: TX (#388) OHI Asset
(TX) Italy, LLC 46 - 4873054 I: DE Q: TX (#389) OHI Asset (UT) Ogden, LLC 46 - 4903181 I: DE Q: UT (#391) OHI Asset (UT) Provo,
LLC 46 - 4915063 I: DE Q: UT (#392) OHI Asset (VA) Rocky Mount, LLC 46 - 5002710 I: DE Q: VA (#397) OHI Asset (VA) Charlottesville,
LLC 46 - 4945417 I: DE Q: VA (#394) OHI Asset (VA) Farmville, LLC 46 - 4955482 I: DE Q: VA (#395) OHI Asset (VA) Hillsville, LLC
46 - 4987367 I: DE Q: VA (#396) OHI Asset (WA) Battle Ground, LLC 46 - 5006928 I: DE Q: WA (#398) OHI Asset RO PMM Services, LLC
46 - 4309941 I: DE (#399) OHI Asset (GA) Macon, LLC 47 - 1027224 I: DE (#401) OHI Asset (SC) Greenville, LLC 47 - 1053139 I: DE
(#402) OHI Asset (SC) Orangeburg, LLC 47 - 1034331 I: DE (#403) Omega Healthcare Investors, Inc. 38 - 3041398 I: MD Q: AL, AR,
CO, FL, ID, IN, KY, LA, MA, MI, MO, NC, OH, PA, RI, TN, TX, WA OHI Healthcare Properties Holdco, Inc. 47 - 2148273 I: DE (#406)
OHI Healthcare Properties Limited Partnership 36 - 4796206 I: DE (#407) 100% 100% 99.99% (GP and LP) .01% (LP)


 


    	 



    	 



    

 





 


ORGANIZATIONAL CHART OF OMEGA HEALTHCARE
INVESTORS, INC. (Continued) Omega Healthcare Investors, Inc. 38 - 3041398 I: MD Q: AL, AR, CO, FL, ID, IN, KY, LA, MA, MI, MO,
NC, OH, PA, RI, TN, TX, WA Page 6 of 6 (#6417178) OHI Healthcare Properties Holdco, Inc. 47 - 2148273 I: DE (#406) OHI Healthcare
Properties Limited Partnership 36 - 4796206 I: DE (#407) 100% Omega TRS I, Inc. 38 - 3587540 I: MD; Q: LA, TX (#118) OHI Asset
(LA), LLC 04 - 3759935 I: DE Q: LA, TX (#91) 1% OHI Asset CHG ALF, LLC #38 - 3945599 I: DE (#409) OHI Asset (OR) Troutdale, LLC
#47 - 2564223 I: DE; Q: OR (#410) Hot Springs Cottages Owner, LLC #47 - 1371567 I: DE (#415) Bala Cynwyd Real Estate, LP #27 -
1726563 I: PA (#413) OHI Asset (PA) West Mifflin, LP #30 - 0852028 I: DE; Q: PA (#411) Hot Springs Atrium Owner, LLC #47 - 1359052
I: DE (#414) Hot Springs Marina Owner, LLC #47 - 1461931 I: DE (#416) OHI Asset (PA) GP, LLC #47 - 2553542 I: DE (#412) OHI Asset
(TN) Jefferson City, LLC #61 - 1750374 I: DE; Q: TN (#408) OHI Asset Management, LLC #36 - 4798979 I: DE (#417) 100% 100% 100%
100% 100% 99.00% (LP) 99.00% (LP) 100% 99.9% 0.1% 100% 1.00% GP 100% 99% OHI Asset (TN) Rogersville, LLC #38 - 3954783 I: DE,
Q: TN (#418) 100% 1.00% GP 99.99% (GP and LP) .01% (LP)


 


    	 



    	 



    



 


Schedule 5.20


 


CONSOLIDATED PARTIES




 





Omega Healthcare Investors, Inc.


Subsidiary List


As of March 31, 2015


 


		noteS:  	(1) this chart
is cross-referenced with the organizational chart, doc. #6417178.



(2)
thIS chart is sorted in alphabetical order and assigned the chart reference nO. listed in column 6).


(3)
Unless otherwise noted in Column 7, Comment(s), the subsidIary is a guarantor subsidiary.


 


NOTE: Blue
highlighting indicates entities formed in first quarter of 2015


 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	1.	1040 Wedding Ford Road, LLC	61-1573457	Arkansas	—	270	Non-Guarantor Subsidiary
	2.	1101 Waterwell Road, LLC	61-1573458	Arkansas	—	269	Non-Guarantor Subsidiary
	3.	1149 & 1151 West New Hope Road, LLC	61-1573459	Arkansas	—	272	Non-Guarantor Subsidiary
	4.	115 Orendorff Avenue, LLC	61-1573450	Arkansas	—	274	Non-Guarantor Subsidiary
	5.	11900 East Artesia Boulevard, LLC	90-0266391	California	—	323	 
	6.	1194 North Chester Street, LLC 	61-1573460	Arkansas	—	271	Non-Guarantor Subsidiary
	7.	1200 Ely Street Holdings Co. LLC	26-3524594	Michigan	—	278	 
	8.	13922 Cerise Avenue, LLC	71-0976970	California	—	314	 
	9.	1401 Park Avenue, LLC	61-1573464	Arkansas	—	273	Non-Guarantor Subsidiary
	10.	1628 B Street, LLC	30-0482286	California	—	320	 
	11.	202 Tims Avenue, LLC 	61-1573452	Arkansas	—	275	Non-Guarantor Subsidiary
	12.	228 Pointer Trail West, LLC	61-1573453	Arkansas	—	267	Non-Guarantor Subsidiary
	13.	2400 Parkside Drive, LLC	30-0482288	California	—	321	 
	14.	2425 Teller Avenue, LLC	20-5672217	Colorado	—	279	 
	15.	245 East Wilshire Avenue, LLC 	90-0266386	California	—	313	 
	16.	2701 Twin Rivers Drive, LLC	61-1573466	Arkansas	—	266	Non-Guarantor Subsidiary
	17.	3232 Artesia Real Estate, LLC	65-1232714	California	—	322	Non-Guarantor Subsidiary
	18.	3600 Richards Road, LLC	61-1573467	Arkansas	—	268	Non-Guarantor Subsidiary
	19.	3806 Clayton Road, LLC	90-0266403	California	—	312	 
	20.	42235 County Road Holdings Co. LLC	83-0500167	Michigan	—	281	 
	21.	48 High Point Road, LLC	27-2498824	Maryland	Florida	282	 


 




    	 



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	22.	523 Hayes Lane, LLC	45-1777721	California	—	316	 
	23.	637 East Romie Lane, LLC	90-0266404	California	—	315	 
	24.	700 Mark Drive, LLC	61-1573454	Arkansas	—	277	Non-Guarantor Subsidiary
	25.	900 Magnolia Road SW, LLC	61-1573456	Arkansas	—	276	Non-Guarantor Subsidiary
	26.	Arizona Lessor - Infinia, LLC	32-0008074	Maryland	AZ	1	 
	27.	Bala Cynwyd Real Estate, LP 	27-1726563	Pennsylvania	—	413	 
	28.	Bayside Colorado Healthcare Associates, LLC	38-3517837	Colorado	—	6	 
	29.	Bayside Street II, LLC	38-3519969	Delaware	—	9	 
	30.	Bayside Street, LLC	38-3160026	Maryland	—	10	 
	31.	Canton Health Care Land, LLC	20-1914579	Ohio	—	11	 
	32.	Carnegie Gardens LLC	20-2442381	Delaware	FL	12	 
	33.	CFG 2115 Woodstock Place LLC	26-1123970	Delaware	WI	280	 
	34.	CHR Bartow LLC	26-3708257	Delaware	FL	218	Non-Guarantor Subsidiary
	35.	CHR Boca Raton LLC	26-3709390	Delaware	FL	219	Non-Guarantor Subsidiary
	36.	CHR Bradenton LLC	26-3710605	Delaware	FL	220	Non-Guarantor Subsidiary
	37.	CHR Cape Coral LLC	26-3710052	Delaware	FL	221	Non-Guarantor Subsidiary
	38.	CHR Clearwater Highland LLC	26-3709760	Delaware	FL	222	Non-Guarantor Subsidiary
	39.	CHR Clearwater LLC	26-3708420	Delaware	FL	223	Non-Guarantor Subsidiary
	40.	CHR Deland East LLC	26-3709095	Delaware	FL	224	Non-Guarantor Subsidiary
	41.	CHR Deland West LLC	26-3709165	Delaware	FL	225	Non-Guarantor Subsidiary
	42.	CHR Fort Myers LLC	26-3710399	Delaware	FL	226	Non-Guarantor Subsidiary
	43.	CHR Fort Walton Beach LLC	26-3708663	Delaware	FL	227	Non-Guarantor Subsidiary
	44.	CHR Gulfport LLC	26-3710452	Delaware	FL	228	Non-Guarantor Subsidiary
	45.	CHR Hudson LLC	26-3709991	Delaware	FL	229	Non-Guarantor Subsidiary
	46.	CHR Lake Wales LLC	26-3708893	Delaware	FL	230	Non-Guarantor Subsidiary
	47.	CHR Lakeland LLC	26-3708735	Delaware	FL	231	Non-Guarantor Subsidiary
	48.	CHR Panama City LLC	26-3708524	Delaware	FL	232	Non-Guarantor Subsidiary
	49.	CHR Pompano Beach Broward LLC	26-3710220	Delaware	FL	233	Non-Guarantor Subsidiary
	50.	CHR Pompano Beach LLC	26-3709856	Delaware	FL	234	Non-Guarantor Subsidiary
	51.	CHR Sanford LLC	26-3709701	Delaware	FL	235	Non-Guarantor Subsidiary
	52.	CHR Sarasota LLC	26-3710347	Delaware	FL	236	Non-Guarantor Subsidiary


 




    	2



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	53.	CHR Spring Hill LLC	26-3709633	Delaware	FL	237	Non-Guarantor Subsidiary
	54.	CHR St. Pete Abbey LLC	26-3709327	Delaware	FL	238	Non-Guarantor Subsidiary
	55.	CHR St. Pete Bay LLC	26-3709236	Delaware	FL	239	Non-Guarantor Subsidiary
	56.	CHR St. Pete Egret LLC	26-3708588	Delaware	FL	240	Non-Guarantor Subsidiary
	57.	CHR Tampa Carrollwood LLC	26-3709502	Delaware	FL	241	Non-Guarantor Subsidiary
	58.	CHR Tampa LLC	26-3710161	Delaware	FL	242	Non-Guarantor Subsidiary
	59.	CHR Tarpon Springs LLC	26-3708823	Delaware	FL	243	Non-Guarantor Subsidiary
	60.	CHR Titusville LLC	26-3709919	Delaware	FL	244	Non-Guarantor Subsidiary
	61.	CHR West Palm Beach LLC	26-3710287	Delaware	FL	245	Non-Guarantor Subsidiary
	62.	Colonial Gardens, LLC 	26-0110549	Ohio	—	15	 
	63.	Colorado Lessor - Conifer, LLC	32-0008069	Maryland	CO	16	 
	64.	CSE Albany LLC	20-5885886	Delaware	KY	149	 
	65.	CSE Amarillo LLC	20-5862752	Delaware	TX	150	 
	66.	CSE Arden L.P.	20-5888680	Delaware	NC	151	 
	67.	CSE Augusta LLC	20-5885921	Delaware	KY	152	 
	68.	CSE Bedford LLC	20-5886082	Delaware	KY	153	 
	69.	CSE Blountville LLC	20-8295288	Delaware	TN	19	 
	70.	CSE Bolivar LLC	20-8295024	Delaware	TN	20	 
	71.	CSE Cambridge LLC	20-5886976	Delaware	MD	154	 
	72.	CSE Cambridge Realty LLC	20-5959318	Delaware	MD	155	 
	73.	CSE Camden LLC	20-8295066	Delaware	TN	21	 
	74.	CSE Canton LLC	20-5887312	Delaware	OH	156	 
	75.	CSE Casablanca Holdings II LLC	26-0595183	Delaware	—	158	 
	76.	CSE Casablanca Holdings LLC	20-8724466	Delaware	—	157	 
	77.	CSE Cedar Rapids LLC	20-5884941	Delaware	IA	159	 
	78.	CSE Centennial Village, LP	20-6974959	Delaware	PA	22	 
	79.	CSE Chelmsford LLC	20-5920451	Delaware	MA	160	 
	80.	CSE Chesterton LLC	20-5885195	Delaware	IN	161	 
	81.	CSE Claremont LLC	20-5883891	Delaware	CA	162	CA d/b/a:  CapitalSource Claremont LLC
	82.	CSE Corpus North LLC	20-5186415	Delaware	TX	23	 


 




    	3



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	83.	CSE Denver Iliff LLC	20-8037772	Delaware	CO	25	 
	84.	CSE Denver LLC	20-5884311	Delaware	CO	163	 
	85.	CSE Douglas LLC	20-5883761	Delaware	AZ	164	 
	86.	CSE Elkton LLC	20-5887006	Delaware	MD	166	 
	87.	CSE Elkton Realty LLC	20-5959253	Delaware	MD	167	 
	88.	CSE Fairhaven LLC	20-8281491	Delaware	MA	26	 
	89.	CSE Fort Wayne LLC	20-5885125	Delaware	IN	168	 
	90.	CSE Frankston LLC	20-5862947	Delaware	TX	169	 
	91.	CSE Georgetown LLC	20-5886126	Delaware	KY	170	 
	92.	CSE Green Bay LLC	20-5888029	Delaware	WI	171	 
	93.	CSE Hilliard LLC	20-5887347	Delaware	OH	172	 
	94.	CSE Huntingdon LLC	20-8295191	Delaware	TN	27	 
	95.	CSE Huntsville LLC	20-5887764	Delaware	TN	173	 
	96.	CSE Indianapolis-Continental LLC	20-5885046	Delaware	IN	174	 
	97.	CSE Indianapolis-Greenbriar LLC	20-5885096	Delaware	IN	175	 
	98.	CSE Jacinto City LLC	20-5186519	Delaware	TX	28	 
	99.	CSE Jefferson City LLC	20-8295101	Delaware	TN	29	 
	100.	CSE Jeffersonville-Hillcrest Center LLC	20-5885261	Delaware	IN	176	 
	101.	CSE Jeffersonville-Jennings House LLC	20-5885346	Delaware	IN	177	 
	102.	CSE Kerrville LLC	20-8684872	Delaware	TX	30	 
	103.	CSE King L.P.	20-5888725	Delaware	NC	178	 
	104.	CSE Kingsport LLC	20-5887736	Delaware	TN	179	 
	105.	CSE Knightdale L.P.	20-5888653	Delaware	NC	180	 
	106.	CSE Lake City LLC	20-5863259	Delaware	FL	181	 
	107.	CSE Lake Worth LLC	20-5863173	Delaware	FL	182	 
	108.	CSE Lakewood LLC	20-5884352	Delaware	CO	183	 
	109.	CSE Las Vegas LLC	20-5887216	Delaware	NM	184	 
	110.	CSE Lawrenceburg LLC	20-5887802	Delaware	TN	185	 
	111.	CSE Lenoir L.P.	20-5888528	Delaware	NC	186	 
	112.	CSE Lexington Park LLC	20-5886951	Delaware	MD	187	 
	113.	CSE Lexington Park Realty LLC	20-5959280	Delaware	MD	188	 


 




    	4



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	114.	CSE Ligonier LLC	20-5885484	Delaware	IN	189	 
	115.	CSE Live Oak LLC	20-5863086	Delaware	FL	190	 
	116.	CSE Lowell LLC	20-5885381	Delaware	IN	192	 
	117.	CSE Marianna Holdings LLC	20-1411422	Delaware	FL	31	 
	118.	CSE Memphis LLC	20-8295130 	Delaware	TN	32	 
	119.	CSE Mobile LLC	20-5883572	Delaware	AL	193	 
	120.	CSE Moore LLC	20-5887574	Delaware	OK	194	 
	121.	CSE North Carolina Holdings I LLC	20-5888397	Delaware	—	195	 
	122.	CSE North Carolina Holdings II LLC	20-5888430	Delaware	—	196	 
	123.	CSE Omro LLC	20-5887998	Delaware	WI	197	 
	124.	CSE Orange Park LLC	20-5863371	Delaware	FL	198	 
	125.	CSE Orlando-Pinar Terrace Manor LLC	20-5863043	Delaware	FL	199	 
	126.	CSE Orlando-Terra Vista Rehab LLC	20-5863223	Delaware	FL	200	 
	127.	CSE Pennsylvania Holdings, LP	20-6974946	Delaware	—	33	 
	128.	CSE Piggott LLC	20-5883659	Delaware	AR	201	 
	129.	CSE Pilot Point LLC	20-5862827	Delaware	TX	202	 
	130.	CSE Pine View LLC	20-5398686	Delaware	MS	246	 
	131.	CSE Ponca City LLC	20-5887495	Delaware	OK	203	 
	132.	CSE Port St. Lucie LLC	20-5863294	Delaware	FL	204	 
	133.	CSE Richmond LLC	20-5885427	Delaware	IN	205	 
	134.	CSE Ripley LLC	20-8295238	Delaware	TN	34	 
	135.	CSE Ripon LLC	26-0480886	Delaware	WI	35	 
	136.	CSE Safford LLC	20-5883807	Delaware	AZ	206	 
	137.	CSE Salina LLC	20-5885669	Delaware	KS	207	 
	138.	CSE Seminole LLC	20-5887615	Delaware	OK	208	 
	139.	CSE Shawnee LLC	20-5887524	Delaware	OK	209	 
	140.	CSE Spring Branch LLC	20-5186484	Delaware	TX	36	 
	141.	CSE Stillwater LLC	20-5887548	Delaware	OK	210	 
	142.	CSE Taylorsville LLC	20-5886196	Delaware	KY	211	 
	143.	CSE Texarkana LLC	20-5862880	Delaware	TX	37	 
	144.	CSE Texas City LLC	20-5862791	Delaware	TX	212	 


 




    	5



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	145.	CSE The Village LLC	20-5186550	Delaware	TX	38	 
	146.	CSE Upland LLC	20-5891148	Delaware	IN	213	 
	147.	CSE Walnut Cove L.P.	20-5888502	Delaware	NC	214	 
	148.	CSE West Point LLC	20-5887119	Delaware	MS	39	 
	149.	CSE Whitehouse LLC	20-8294979	Delaware	OH	40	 
	150.	CSE Williamsport LLC	26-0480953	Delaware	IN	41	 
	151.	CSE Winter Haven LLC	20-5863327	Delaware	FL	215	 
	152.	CSE Woodfin L.P.	20-5888619	Delaware	NC	216	 
	153.	CSE Yorktown LLC	20-5885163	Delaware	IN	217	 
	154.	Delta Investors I, LLC	54-2112455	Maryland	CA, ID, MA, OH, WV	43	 
	155.	Delta Investors II, LLC	54-2112456	Maryland	CA, NC, OH, WA, WV	44	 
	156.	Desert Lane LLC	20-3098022	Delaware	NV	45	 
	157.	Dixie White House Nursing Home, LLC	59-3738671	Mississippi	—	247	 
	158.	Dixon Health Care Center, LLC	34-1509772	Ohio	—	46	 
	159.	Encanto Senior Care, LLC	20-1669755	Arizona	 	308	 
	160.	Florida Lessor – Meadowview, LLC	56-2398721	Maryland	FL	50	 
	161.	Florida Real Estate Company, LLC	20-1458431	Florida	—	51	 
	162.	G&L Gardens, LLC	95-4639695	Arizona	 	309	Non-Guarantor Subsidiary
	163.	Georgia Lessor - Bonterra/Parkview, LLC	16-1650494	Maryland	GA	52	 
	164.	Golden Hill Real Estate Company, LLC	71-0976967	California	—	324	 
	165.	Greenbough, LLC	27-0258266	Delaware	MS	53	 
	166.	Hot Springs Atrium Owner, LLC 	47-1359052	Delaware	—	414	 
	167.	Hot Springs Cottages Owner, LLC 	47-1371567	Delaware	—	415	 
	168.	Hot Springs Marina Owner, LLC 	47-1461931	Delaware	—	416	 
	169.	Hutton I Land, LLC 	20-1914403	Ohio	—	57	 
	170.	Hutton II Land, LLC	20-1914470	Ohio	—	58	 
	171.	Hutton III Land, LLC	20-1914529	Ohio	—	59	 
	172.	Indiana Lessor – Wellington Manor, LLC	32-0008064	Maryland	IN	61	 
	173.	LAD I Real Estate Company, LLC	20-1454154	Delaware	FL	63	 


 




    	6



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	174.	Leatherman 90-1, LLC	20-1914625	Ohio	—	65	 
	175.	Leatherman Partnership 89-1, LLC	34-1656489	Ohio	—	66	 
	176.	Leatherman Partnership 89-2, LLC	34-1656491	Ohio	—	67	 
	177.	Meridian Arms Land, LLC	20-1914864	Ohio	—	73	 
	178.	North Las Vegas LLC	20-3098036	Delaware	NV	74	NV d/b/a:  CSE North Las Vegas LLC
	179.	NRS Ventures, L.L.C.	38-4236118	Delaware	AL, FL, GA, KY, TN	75	 
	180.	Ocean Springs Nursing Home, LLC	58-2635823	Mississippi	—	248	 
	181.	OHI (Connecticut) , LLC	06-1552120 	Connecticut	NH, VT, WV	77	 
	182.	OHI (Illinois), LLC	47-3264182	Illinois	—	423	 
	183.	OHI (Indiana) , LLC	38-3568359	Indiana	OH	80	 
	184.	OHI (Iowa) , LLC	38-3377918	Iowa	MD	81	 
	185.	OHI Asset (AR) Ash Flat, LLC	46-3670959	Delaware	AR	326	 
	186.	OHI Asset (AR) Camden, LLC	46-3672608	Delaware	AR	327	 
	187.	OHI Asset (AR) Conway, LLC	61-1721332	Delaware	AR	328	 
	188.	OHI Asset (AR) Des Arc, LLC	46-3691025	Delaware	AR	329	 
	189.	OHI Asset (AR) Hot Springs, LLC	80-0951655	Delaware	AR	330	 
	190.	OHI Asset (AR) Malvern, LLC	46-3719491	Delaware	AR	332	 
	191.	OHI Asset (AR) Mena, LLC	38-3915930	Delaware	AR	331	 
	192.	OHI Asset (AR) Pocahontas, LLC	46-3728913	Delaware	AR	333	 
	193.	OHI Asset (AR) Sheridan, LLC	46-3739623	Delaware	AR	334	 
	194.	OHI Asset (AR) Walnut Ridge, LLC	46-3751920	Delaware	AR	335	 
	195.	OHI Asset (AZ) Austin House, LLC	46-4385050	Delaware	—	400	 
	196.	OHI Asset (CA), LLC	04-3759925	Delaware	CA	83	 
	197.	OHI Asset (CO), LLC	84-1706510	Delaware	CO, ID	84	 
	198.	OHI Asset (CT) Lender, LLC	75-3205111	Delaware	NH, RI, MA	86	 
	199.	OHI Asset (FL) Lake Placid, LLC	46-3827043	Delaware	FL	337	 
	200.	OHI Asset (FL) Lender, LLC	27-4450390	Delaware	—	258	 
	201.	OHI Asset (FL) Lutz, LLC	30-0858827	Delaware	Florida	424	 
	202.	OHI Asset (FL), LLC	13-4225158	Delaware	FL, NM	87	 


 




    	7



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	203.	OHI Asset (GA) Macon, LLC	47-1027224	Delaware	—	401	 
	204.	OHI Asset (GA) Moultrie, LLC	46-4254981	Delaware	GA	342	 
	205.	OHI Asset (GA) Snellville, LLC	46-4259685	Delaware	GA	343	 
	206.	OHI Asset (ID) Holly, LLC	46-4268973	Delaware	ID	344	 
	207.	OHI Asset (ID) Midland, LLC	46-4279515	Delaware	ID	345	 
	208.	OHI Asset (ID), LLC	04-3759931	Delaware	ID	88	 
	209.	OHI Asset (IL), LLC	14-1951802	Delaware	IL	89	 
	210.	OHI Asset (IN) American Village, LLC	46-0985915	Delaware	IN	289	 
	211.	OHI Asset (IN) Anderson, LLC	46-0989235	Delaware	IN	292	 
	212.	OHI Asset (IN) Beech Grove, LLC	46-1000956	Delaware	IN	290	 
	213.	OHI Asset (IN) Clarksville, LLC	46-1011127	Delaware	IN	299	 
	214.	OHI Asset (IN) Clinton, LLC	46-4095764	Delaware	IN	338	 
	215.	OHI Asset (IN) Connersville, LLC	46-4289202	Delaware	IN	346	 
	216.	OHI Asset (IN) Crown Point, LLC	46-1738072	Delaware	IN	319	 
	217.	OHI Asset (IN) Eagle Valley, LLC	46-1021612	Delaware	IN	291	 
	218.	OHI Asset (IN) Elkhart, LLC	46-1035197	Delaware	IN	298	 
	219.	OHI Asset (IN) Forest Creek, LLC	46-1040435	Delaware	IN	293	 
	220.	OHI Asset (IN) Fort Wayne, LLC	46-1050897	Delaware	IN	295	 
	221.	OHI Asset (IN) Franklin, LLC	46-1062818	Delaware	IN	294	 
	222.	OHI Asset (IN) Greensburg, LLC	38-3879137	Delaware	—	287	 
	223.	OHI Asset (IN) Indianapolis, LLC	36-4736441	Delaware	—	288	 
	224.	OHI Asset (IN) Jasper, LLC	46-4100999	Delaware	IN	339	 
	225.	OHI Asset (IN) Kokomo, LLC	46-1071289	Delaware	IN	297	 
	226.	OHI Asset (IN) Lafayette, LLC	46-1085161	Delaware	IN	302	 
	227.	OHI Asset (IN) Madison, LLC	46-1745924	Delaware	IN	318	 
	228.	OHI Asset (IN) Monticello, LLC	46-1090601	Delaware	IN	296	 
	229.	OHI Asset (IN) Noblesville, LLC	46-1103366	Delaware	IN	300	 
	230.	OHI Asset (IN) Rosewalk, LLC	46-1116285	Delaware	IN	301	 
	231.	OHI Asset (IN) Salem, LLC	46-4111473	Delaware	IN	340	 
	232.	OHI Asset (IN) Seymour, LLC	46-4133715	Delaware	IN	341	 
	233.	OHI Asset (IN) Spring Mill, LLC	46-1120573	Delaware	IN	303	 


 




    	8



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	234.	OHI Asset (IN) Terre Haute, LLC	46-1140102	Delaware	IN	304	 
	235.	OHI Asset (IN) Wabash, LLC	38-3879151	Delaware	—	285	 
	236.	OHI Asset (IN) Westfield, LLC	32-0381277	Delaware	—	286	 
	237.	OHI Asset (IN) Zionsville, LLC	46-1152307	Delaware	IN	305	 
	238.	OHI Asset (LA), LLC	04-3759935	Delaware	LA, TX	91	 
	239.	OHI Asset (MD), LLC	45-2611748	Delaware	—	260	 
	240.	OHI Asset (MI) Heather Hills, LLC	46-1515395	Delaware	MI	317	 
	241.	OHI Asset (MI), LLC	27-3378345	Delaware	—	257	 
	242.	OHI Asset (MO), LLC	04-3759939	Delaware	MO	93	 
	243.	OHI Asset (MS) Byhalia, LLC	46-4298734	Delaware	MS	347	 
	244.	OHI Asset (MS) Cleveland, LLC	36-4774986	Delaware	MS	348	 
	245.	OHI Asset (MS) Clinton, LLC	80-0965657	Delaware	MS	349	 
	246.	OHI Asset (MS) Columbia, LLC	46-4340609	Delaware	MS	350	 
	247.	OHI Asset (MS) Corinth, LLC	46-4351222	Delaware	MS	351	 
	248.	OHI Asset (MS) Greenwood, LLC	46-4361245	Delaware	MS	352	 
	249.	OHI Asset (MS) Grenada, LLC	46-4376223	Delaware	MS	353	 
	250.	OHI Asset (MS) Holly Springs, LLC	38-3921178	Delaware	MS	354	 
	251.	OHI Asset (MS) Indianola, LLC	90-1036275	Delaware	MS	355	 
	252.	OHI Asset (MS) Natchez, LLC	46-4384987	Delaware	MS	356	 
	253.	OHI Asset (MS) Picayune, LLC	90-1036523	Delaware	MS	357	 
	254.	OHI Asset (MS) Vicksburg, LLC	90-1036559	Delaware	MS	358	 
	255.	OHI Asset (MS) Yazoo City, LLC	38-3921461	Delaware	MS	359	 
	256.	OHI Asset (NC) Wadesboro, LLC	35-2492230	Delaware	NC	360	 
	257.	OHI Asset (OH) Lender, LLC	51-0529744	Delaware	—	94	 
	258.	OHI Asset (OH), LLC	04-3759938	Delaware	OH, PA	96	 
	259.	OHI Asset (OR) Portland, LLC	30-0805633	Delaware	OR	361	 
	260.	OHI Asset (OR) Troutdale, LLC	47-2564223	Delaware	OR	410	 
	261.	OHI Asset (PA) GP, LLC	47-2553542	Delaware	—	412	 
	262.	OHI Asset (PA), LP	54-6643405	Maryland	OH, PA, WV	97	 
	263.	OHI Asset (PA) West Mifflin, LP	30-0852028	Delaware	PA	411	 
	264.	OHI Asset (PA), LLC	90-0137715	Delaware	OH, PA, WV	98	 


 




    	9



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	265.	OHI Asset (SC) Aiken, LLC	46-4426281	Delaware	SC	362	 
	266.	OHI Asset (SC) Anderson, LLC	46-4455254	Delaware	SC	363	 
	267.	OHI Asset (SC) Easley Anne, LLC	46-4475177	Delaware	SC	364	 
	268.	OHI Asset (SC) Easley Crestview, LLC	46-4489507	Delaware	SC	365	 
	269.	OHI Asset (SC) Edgefield, LLC	46-4494366	Delaware	SC	366	 
	270.	OHI Asset (SC) Greenville Griffith, LLC	46-4510885	Delaware	SC	367	 
	271.	OHI Asset (SC) Greenville Laurens, LLC	46-4524387	Delaware	SC	368	 
	272.	OHI Asset (SC) Greenville North, LLC	46-4538349	Delaware	SC	369	 
	273.	OHI Asset (SC) Greenville, LLC	47-1053139	Delaware	—	402	 
	274.	OHI Asset (SC) Greer, LLC	46-4551649	Delaware	SC	370	 
	275.	OHI Asset (SC) Marietta, LLC	46-4569172	Delaware	SC	371	 
	276.	OHI Asset (SC) McCormick, LLC	46-4597938	Delaware	SC	372	 
	277.	OHI Asset (SC) Orangeburg, LLC	47-1034331	Delaware	—	403	 
	278.	OHI Asset (SC) Pickens East Cedar, LLC	46-4613823	Delaware	SC	373	 
	279.	OHI Asset (SC) Pickens Rosemond, LLC	46-4629569	Delaware	SC	374	 
	280.	OHI Asset (SC) Piedmont, LLC	46-4640288	Delaware	SC	375	 
	281.	OHI Asset (SC) Simpsonville SE Main, LLC	46-4682098	Delaware	SC	376	 
	282.	OHI Asset (SC) Simpsonville West Broad, LLC	46-4695995	Delaware	SC	377	 
	283.	OHI Asset (SC) Simpsonville West Curtis, LLC	46-4712666	Delaware	SC	378	 
	284.	OHI Asset (TN) Bartlett, LLC	46-4727889	Delaware	TN	379	 
	285.	OHI Asset (TN) Collierville, LLC	46-4738239	Delaware	TN	380	 
	286.	OHI Asset (TN) Jefferson City, LLC	61-1750374	Delaware	TN	408	 
	287.	OHI Asset (TN) Memphis, LLC	46-4750926	Delaware	TN	381	 
	288.	OHI Asset (TN) Rogersville, LLC	38-3954783	Delaware	TN	418	 
	289.	OHI Asset (TX) Anderson, LLC	46-4764905	Delaware	TX	382	 
	290.	OHI Asset (TX) Bryan, LLC	46-4781488	Delaware	TX	383	 
	291.	OHI Asset (TX) Burleson, LLC	46-4795498	Delaware	TX	384	 
	292.	OHI Asset (TX) College Station, LLC	46-4805289	Delaware	TX	385	 
	293.	OHI Asset (TX) Comfort, LLC	46-4815908	Delaware	TX	386	 
	294.	OHI Asset (TX) Diboll, LLC	46-4843528	Delaware	TX	387	 
	295.	OHI Asset (TX) Granbury, LLC	46-4852513	Delaware	TX	388	 


 




    	10



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	296.	OHI Asset (TX) Hondo, LLC	46-1346058	Delaware	TX	307	 
	297.	OHI Asset (TX) Italy, LLC	46-4873054	Delaware	TX	389	 
	298.	OHI Asset (TX) Winnsboro, LLC	46-4881288	Delaware	TX	390	 
	299.	OHI Asset (TX), LLC	04-3759927	Delaware	TX	100	Survivor of merger with OHI Asset II (TX).
	300.	OHI Asset (UT) Ogden, LLC	46-4903181	Delaware	UT	391	 
	301.	OHI Asset (UT) Provo, LLC	46-4915063	Delaware	UT	392	 
	302.	OHI Asset (UT) Roy, LLC	46-4931511	Delaware	UT	393	 
	303.	OHI Asset (VA) Charlottesville, LLC	46-4945417	Delaware	VA	394	 
	304.	OHI Asset (VA) Farmville, LLC	46-4955482	Delaware	VA	395	 
	305.	OHI Asset (VA) Hillsville, LLC	46-4987367	Delaware	VA	396	 
	306.	OHI Asset (VA) Rocky Mount, LLC	46-5002710	Delaware	VA	397	 
	307.	OHI Asset (WA) Battle Ground, LLC	46-5006928	Delaware	WA	398	 
	308.	OHI Asset (WV) Danville, LLC	47-1084194	Delaware	—	404	 
	309.	OHI Asset (WV) Ivydale, LLC	47-1112048	Delaware	—	405	 
	310.	OHI Asset CHG ALF, LLC	38-3945599	Delaware	—	409	 
	311.	OHI Asset CSB LLC	27-2820083	Delaware	—	148	 
	312.	OHI Asset CSE–E Subsidiary, LLC	61-1756267	Delaware	 	419	 
	313.	OHI Asset CSE–E, LLC	27-1675861	Delaware	—	102	 
	314.	OHI Asset CSE–U Subsidiary, LLC	32-0459385	Delaware	 	420	 
	315.	OHI Asset CSE–U, LLC	27-1675768	Delaware	—	103	 
	316.	OHI Asset HUD CFG, LLC	45-3662151	Delaware	—	261	 
	317.	OHI Asset HUD Delta, LLC	27-1895030	Delaware	—	105	 
	318.	OHI Asset HUD H-F, LLC	27-1894893	Delaware	—	106	Non-Guarantor Subsidiary
	319.	OHI Asset HUD SF CA, LLC	46-1251365	Delaware	—	306	 
	320.	OHI Asset HUD SF, LLC	80-0830116	Delaware	AZ	284	 
	321.	OHI Asset HUD WO, LLC	45-2379675	Delaware	—	259	 
	322.	OHI Asset II (CA), LLC	20-1000879	Delaware	CA	107	 
	323.	OHI Asset II (FL), LLC	27-1813906	Delaware	FL	108	 
	324.	OHI Asset II (PA), LP	84-6390330	Maryland	PA	109	 
	325.	OHI Asset III (PA), LP	84-6390331	Maryland	OH, PA	110	 


 




    	11



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	326.	OHI Asset IV (PA) Silver Lake, LP	80-6146794	Maryland	PA	111	 
	327.	OHI Asset Management, LLC	36-4798979	Delaware	—	417	 
	328.	OHI Asset RO PMM Services, LLC	46-4309941	Delaware	—	399	 
	329.	OHI Asset RO, LLC	90-1018980	Delaware	—	336	 
	330.	OHI Asset, LLC	32-0079270	Delaware	AL, NC, TN, WA	112	 
	331.	OHI Healthcare Properties Holdco, Inc.	47-2148273	Delaware	—	406	 
	332.	OHI Healthcare Properties Limited Partnership (f/k/a OHI Healthcare Properties Limited Partnership, L.P.)	36-4796206	Delaware	—	407	 
	333.	OHI Mezz Lender, LLC	46-3201249	Delaware	—	325	 
	334.	OHI Tennessee, LLC	38-3509157	Maryland	TN	115	 
	335.	OHIMA, LLC	06-1552118	Massachusetts	—	116	 
	336.	Omega TRS I, Inc.	38-3587540	Maryland	LA, TX	118	 
	337.	Orange Village Care Center, LLC	34-1321728	Ohio	—	119	 
	338.	Palm Valley Senior Care, LLC	75-3153681	Arizona	 	310	Non-Guarantor Subsidiary
	339.	Panama City Nursing Center LLC	20-2568041	Delaware	FL	121	 
	340.	Pavillion North Partners, LLC	47-3255261	Pennsylvania	—	421	 
	341.	Pavillion North, LLP	75-3202956	Pennsylvania	—	124	 
	342.	Pavillion Nursing Center North, LLC	47-3259540	Pennsylvania	—	422	 
	343.	Pensacola Real Estate Holdings I, LLC	59-3667935	Florida	—	249	 
	344.	Pensacola Real Estate Holdings II, LLC	59-3667937	Florida	—	250	 
	345.	Pensacola Real Estate Holdings III, LLC	59-3667939	Florida	—	251	 
	346.	Pensacola Real Estate Holdings IV, LLC	59-3667940	Florida	—	252	 
	347.	Pensacola Real Estate Holdings V, LLC	59-3667941	Florida	—	253	 
	348.	PV Realty-Clinton, LLC	26-4389743	Maryland	—	262	Non-Guarantor Subsidiary
	349.	PV Realty-Holly Hill, LLC	74-3244463	Maryland	—	265	Non-Guarantor Subsidiary
	350.	PV Realty-Kensington, LLC	26-4389837	Maryland	—	263	Non-Guarantor Subsidiary
	351.	PV Realty-Willow Tree, LLC	27-0328038	Maryland	WV	264	 
	352.	Ridgecrest Senior Care, LLC	20-1998988	Arizona	 	311	Non-Guarantor Subsidiary
	353.	Skyler Boyington, LLC	42-1572543	Mississippi	—	254	 


 




    	12



    	 



    

 


	 	Subsidiary Name	FEIN	Home

State	Foreign

Qualifi-

cation(s)	Chart

Ref. #	Comment(s)
	354.	Skyler Florida, LLC	64-0821299	Mississippi	FL	255	 
	355.	Skyler Maitland LLC	20-3888672	Delaware	FL	133	 
	356.	Skyler Pensacola, LLC	59-3561064	Florida	—	256	 
	357.	SLC Property Investors, LLC	32-0265175	Delaware	—	283	Non-Guarantor Subsidiary
	358.	St. Mary’s Properties, LLC	20-1914905	Ohio	—	135	 
	359.	Sterling Acquisition, LLC	38-3207992	Kentucky	AL, AR, FL, OH, TN, TX, WV	136	 
	360.	Suwanee, LLC	20-5223977	Delaware	FL	138	 
	361.	Texas Lessor – Stonegate GP, LLC	32-0008071	Maryland	TX	139	 
	362.	Texas Lessor – Stonegate, Limited, LLC	32-0008072	Maryland	—	140	 
	363.	Texas Lessor – Stonegate, LP	32-0008073	Maryland	TX	141	 
	364.	The Suburban Pavilion, LLC	34-1035431	Ohio	—	143	 
	365.	Washington Lessor – Silverdale, LLC	56-2386887	Maryland	WA	144	 
	366.	Wilcare, LLC	26-0110550	Ohio	—	147	 


 


* * *


 




    	13



    	 



    

 






Schedule 7.01


 


LIENS


 


Braswell Indebtedness




 






    	 



    	 



    






 


Schedule 7.02


 


INDEBTEDNESS


 


	UNSECURED INDEBTEDNESS	 	 	 	 	 	 	 	 
	Description	 	Current Obligor	 	Maturity Date	 	Interest

 Rate	 	Current Balance

 @ 03/31/2015
	 	 	 	 	 	 	 	 	 
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	9.00%	 	4,000,000
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	9.00%	 	4,000,000
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	9.00%	 	4,000,000
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	9.00%	 	4,000,000
	9% Delta Subordinated Promissory Note due 2021	 	OHI Asset HUD Delta, LLC	 	12/21/2021	 	9.00%	 	4,000,000


  


	SECURED INDEBTEDNESS	 	 	 	 	 	 	 	 
	Description	 	Current Obligor	 	Maturity Date	 	Interest 

Rate	 	Current Balance 

@ 03/31/2015
	 	 	 	 	 	 	 	 	 
	CFG - Arkansas Properties	 	 	 	 	 	 	 	 
	Department of Housing and Urban Development Note	 	700 Mark Drive, LLC (Southern Heritage)	 	7/1/2044	 	3.20%	 	2,283,270
	Department of Housing and Urban Development Note	 	1194 North Chester Street, LLC (The Woods at Monticello)	 	7/1/2044	 	3.00%	 	5,142,113
	Department of Housing and Urban Development Note	 	1149 & 1151 West New Hope Road, LLC (New Hope)	 	7/1/2044	 	3.00%	 	4,313,069
	Department of Housing and Urban Development Note	 	228 Pointer Trail West, LLC (Pointer Trail)	 	7/1/2044	 	3.09%	 	5,103,158
	Department of Housing and Urban Development Note	 	900 Magnolia Road SW, LLC (Pine Hills)	 	7/1/2044	 	3.20%	 	1,893,382
	Department of Housing and Urban Development Note	 	1101 Waterwell Road, LLC (Pinewood)	 	7/1/2044	 	3.20%	 	4,721,127
	Department of Housing and Urban Development Note	 	115 Orendorff Avenue, LLC (Apple Ridge)	 	7/1/2044	 	3.20%	 	4,494,109
	Department of Housing and Urban Development Note	 	1040 Wedding Ford Road, LLC (Seven Springs)	 	7/1/2044	 	3.00%	 	2,771,176
	Department of Housing and Urban Development Note	 	202 Tims Avenue, LLC (Bristol Pointe)	 	7/1/2044	 	3.00%	 	9,009,640
	Department of Housing and Urban Development Note	 	1401 Park Avenue, LLC (Canyon Springs)	 	7/1/2044	 	3.00%	 	5,882,184
	Department of Housing and Urban Development Note	 	3600 Richards Road, LLC (Premier)	 	7/1/2044	 	3.00%	 	6,436,515
	Department of Housing and Urban Development Note	 	2701 Twin Rivers Drive, LLC (Courtyard Gardens)	 	7/1/2044	 	3.09%	 	5,066,777
	 	 	 	 	 	 	 	 	 
	White Oak	 	 	 	 	 	 	 	 
	Department of Housing and Urban Development Note	 	PV Realty-Clinton, LLC (Clinton)	 	4/1/2036	 	4.90%	 	17,164,348
	Department of Housing and Urban Development Note	 	PV Realty-Kensington, LLC (Kensington)	 	3/1/2036	 	4.95%	 	7,113,447
	 	 	 	 	 	 	 	 	 
	S&F-California Properties	 	 	 	 	 	 	 	 
	Department of Housing and Urban Development Note	 	3232 Artesia Real Estate, LLC	 	3/1/2041	 	4.35%	 	8,603,713


 






    	 



    	 



    

 

Schedule 7.03


 


INVESTMENTS


 


None




 






    	 



    	 



    

 





Schedule 7.09


 


NEGATIVE PLEDGES


 


None




 






    	 



    	 



    






 





Schedule 10.02


 


NOTICE ADDRESSES


 


Credit Parties:


 


OHI Healthcare Properties Limited Partnership


c/o Omega Healthcare Investors, Inc.


200 International Circle, Suite 3500


Hunt Valley, Maryland 21030


		Attention:	Daniel J. Booth



		Telephone:	(410) 427-1724



		Facsimile:	(410) 427-8824



		Website:	www.omegahealthcare.com



 


with a copy to:


 


Kaye Scholer LLP


250 West 55th Street


New York, New York 10019-9710


		Attention:	John R. Fallon, Jr., Esq.



		Telephone:	(212) 836-8702



		Facsimile:	(212) 836-6802



 


Administrative Agent:


 


For payments and Requests for Credit Extensions:


 


Bank of America NA


101 North Tryon Street


Mail Code: NC1-001-05-46


Charlotte, NC 28255-0001


Attention: Valerie V Gravesandy


Phone: 980-387-2469


Fax: 704-409-0169


Email: valerie.v.gravesandy@baml.com





		ABA #:	026009593



		Account No.:	1366212250600











		Reference:	Omega Healthcare Investors, Inc.



 


For all other Notices:


 


Bank of America, N.A.


Global Corporate Debt Products


100 N. Tryon Street


Mail Code: NC1-007-17-11


Charlotte, North Carolina 28255


		Attention:	Yinghua Zhang



		Telephone:	(980) 387-5915



		Facsimile:	(312) 453-2722



 




    	 



    	 



    

 


Electronic Mail: yinghua.zhang@baml.com


 


with a copy to:


 


Bank of America, N.A.


Agency Management


555 California Street


Mail Code: CA5-705-04-09


San Francisco, California 94104


		Attention:	Angela Lau



		Telephone:	(415) 436-4000



		Facsimile:	(415) 503-5008



Electronic Mail:angela.lau@baml.com


 


Lenders:


 


Contact information on file with the Administrative Agent.


 




    	 



    	 



    

  


Exhibit A


 


FORM OF LOAN NOTICE


 


Date: __________, 20__


 


		To:	Bank of America, N.A., as Administrative Agent



 


		Re:	Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit
Agreement”), dated as of April 1, 2015, by and among OHI Healthcare Properties Limited Partnership, a Delaware limited
partnership (the “Borrower”), the Guarantors (as defined therein), the Lenders identified therein, and Bank
of America, N.A., as Administrative Agent.  Capitalized terms used but not otherwise defined herein have the meanings
provided in the Credit Agreement.



 


Ladies and Gentlemen:


 


The undersigned hereby requests (select one):


 


  A Borrowing          A
continuation          A conversion


 


of Term Loans:


 


		1.	On: _______________, 20__ (which is a Business Day).



 


		2.	In the amount of: ___________________.



 


		3.	Comprised of: ________________ (Type of Loan).



 


		4.	For Eurodollar Loans: with an Interest Period of ______________
months.



 


With respect to any Borrowing or any conversion
or continuation requested herein, the Borrower hereby represents and warrants that (i) in the case of a Borrowing of Term Loans,
such request complies with the requirements of Section 2.01(d) of the Credit Agreement, and (ii) in the case of a Borrowing
or any conversion or continuation, each of the conditions set forth in Section 2.02 of the Credit Agreement have been satisfied
on and as of the date of such Borrowing or such conversion or continuation.


 





	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 
	 	By:   Omega Healthcare Investors, Inc., 
	 	the General Partner of such limited partnership
	 	 	 	 






	 	By:	 	 






	 	Name:	Daniel J. Booth	 
	 	Title:	Chief Operating Officer	 







 




    	 



    	 



    

 


Exhibit B


 


FORM OF TERM NOTE


 


_____________, 20__


 


FOR VALUE RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to [INSERT LENDER] or its registered assigns (the “Lender”), in accordance with
the terms and conditions of the Credit Agreement (as hereinafter defined), the principal amount of each Term Loan from time to
time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from
time to time, the “Credit Agreement”), dated as of April 1, 2015, by and among the Borrower, the Guarantors,
the Lenders identified therein and Bank of America, N.A., as Administrative Agent.  Capitalized terms used but not otherwise
defined herein have the meanings provided in the Credit Agreement.


 


The Borrower promises to pay interest on the
unpaid principal amount of each Term Loan from the date of such Term Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative
Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed
at the per annum rate set forth in the Credit Agreement.


 


This Note is one of the Notes referred to in
the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note, upon written notice to the Borrower, may be declared to be, immediately
due and payable all as provided in the Credit Agreement.  Term Loans made by the Lender may be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this
Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.


 


Except as otherwise provided for in the Credit
Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice
of protest, demand, dishonor and nonpayment of this Note.


 




    	 



    	 



    

 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 





	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 
	 	By:  Omega Healthcare Investors, Inc., 
	 	the General Partner of such limited partnership
	 	 





	 	By:	 	 





	 	Name:	Daniel J. Booth	 
	 	Title:	Chief Operating Officer	 










 




    	 



    	 



    

 


Exhibit C


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: __________, 20__


 


		To:	Bank of America, N.A., as Administrative Agent



 


		Re:	Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit
Agreement”), dated as of April 1, 2015, by and among OHI Healthcare Properties Limited Partnership, a Delaware limited
partnership (the “Borrower”), the Guarantors, the Lenders identified therein, and Bank of America, N.A., as
Administrative Agent.  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit
Agreement.



 


Ladies and Gentlemen:


 


The undersigned Responsible Officer of the
Borrower hereby certifies as of the date hereof that [he/she] is the _______________ of the Borrower, and that, in [his/her] capacity
as such, [he/she] is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of
the Borrower, and that:


 


[Use following paragraph 1 for fiscal year-end financial statements:]


 


[1.          Attached
hereto as Schedule 1 is the Form 10-K of Omega REIT as required by Section 6.01(a) of the Credit Agreement for the
fiscal year of the Borrower ended as of the above date.]


 


[Use following paragraph 1 for fiscal quarter-end financial statements:]


 


[1.          Attached
hereto as Schedule 1 is the Form 10-Q of Omega REIT, as required by Section 6.01(b) of the Credit Agreement for the
fiscal quarter of Omega REIT ended as of the above date.  Such financial statements fairly present the financial condition,
results of operations and cash flows of the Consolidated Parties in accordance with GAAP as at such date and for such period, subject
only to normal year-end audit adjustments and the absence of footnotes.]


 


2.          The
undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a review
of the transactions and condition (financial or otherwise) of the Consolidated Parties during the accounting period covered by
the attached financial statements.


 


3.          A
review of the activities of each member of the Credit Parties during such fiscal period has been made under the supervision of
the undersigned with a view to determining whether during such fiscal period the Credit Parties have performed and observed in
all material respects all their respective Obligations under the Credit Documents, and


 


[select one:]


 


[to the best knowledge of the undersigned Responsible
Officer during such fiscal period, each of the Credit Parties has performed and observed in all material respects each covenant
and condition of the Credit Documents applicable to it.]


 


[or:]


 






    	 



    	 



    

 


[the following covenants or conditions of the
Credit Documents have not been performed or observed in all material respects and the following is a list of any Default and its
nature and status:]


 


4.          The
representations and warranties of the Credit Parties contained in the Credit Agreement, any other Credit Document or any other
certificate or document furnished at any time under or in connection with the Credit Documents, are true and correct in all material
respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date.


 


5.          The
financial covenant analyses and information set forth on Schedule 2 hereto are true and accurate in all material respects
on and as of the date of this Compliance Certificate.


 


IN WITNESS WHEREOF, the undersigned has executed
this Compliance Certificate as of __________, 20__.


 





	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 
	 	By:  Omega Healthcare Investors, Inc., 
	 	the General Partner of such limited partnership
	 	 





	 	By:	 	 





	 	Name: 	Daniel J. Booth	 
	 	Title:	Chief Operating Officer	 







 




    	 



    	 



    

 


Exhibit D


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment
and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1
Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]3
 Capitalized terms used but not defined herein shall have the meanings given to them
in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by [the][each] Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For an agreed consideration, [the][each] Assignor
hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases
and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the
percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified
below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


 


	 	1.	Assignor[s]:	 	 
	 	 	 	[Assignor [is][is not] a Defaulting Lender.]


 


	 	2.	Assignee[s]:	 	 
	 	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of
	 	 	 	[identify Lender]]


 





 






1 For bracketed language here and
elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If
the assignment is from multiple Assignors, choose the second bracketed language.


 


2 For bracketed language here and
elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.  If
the assignment is to multiple Assignees, choose the second bracketed language.


 


3 Include bracketed language if there
are either multiple Assignors or multiple Assignees.







 




    	 



    	 



    

 


	 	3.	Borrower:	OHI Healthcare Properties Limited Partnership, a Delaware limited partnership
	 	 	 	(the “Borrower”)
	 	 	 	 
	 	4.	Administrative Agent:	Bank of America, N.A., as the Administrative Agent under the Credit Agreement
	 	 	 	 
	 	 	 	 
	 	5.	Credit Agreement:	The Credit Agreement dated as of April 1, 2015, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent
	 	 	 	 
	 	6.	Assigned Interest[s]:	 


 


	
         

         

        Assignor[s]4
	
         

         

        Assignee[s]5
	
         

         

        Facility

        Assigned6
	
        Aggregate

        Amount of

        Commitment/Loans

        for all Lenders7
	
        Amount of

        Commitment/ Loans

        Assigned
	
        Percentage

        Assigned of

        Commitment/

        Loans8
	
         

         

        CUSIP

        Number

	 	 	 	 	 	 	 
	 	 	____________	$________________	$_________	____________%	 
	 	 	____________	$________________	$_________	____________%	 
	 	 	____________	$________________	$_________	____________%	 


 


	 	[7.	Trade Date:	__________________]9


 


8.          Effective
Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]


 





 






4 List each Assignor, as appropriate.


5 List each Assignee and, if available,
its market entity identifier, as appropriate.


6 Fill in the appropriate terminology
for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment”,
etc.).


7 Amounts in this column and in the
column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between
the Trade Date and the Effective Date.


8 Set forth, to at least 9 decimals,
as a percentage of the Commitment/Loans of all Lenders thereunder.


9 To be completed if the Assignor
and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.







 






    	 



    	 



    

 


The terms set forth in this Assignment and Assumption are hereby agreed to:


 


	ASSIGNOR[S]:10	[NAME OF ASSIGNOR]	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[NAME OF ASSIGNOR]	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	ASSIGNEE[S]:11	[NAME OF ASSIGNEE]	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[NAME OF ASSIGNEE]	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 


 








 



10 Add additional signature blocks
as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 


11 Add additional signature blocks
as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 









    	 



    	 



    

 


[Consented to and]12
Accepted:


 


BANK OF AMERICA, N.A., as Administrative Agent


 


	By:	 	 
	Name:	 
	Title:	 


 


[Consented to:]13


 


OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP,


a Delaware limited partnership


 


		By:	Omega Healthcare Investors, Inc.,
	 	 	the General Partner of such limited partnership



 


	 	By:	 	 






	 	Name:	Daniel J. Booth	 
	 	Title:	Chief Operating Officer	 


 








 



12 To be added only if the consent
of the Administrative Agent is required by the terms of the Credit Agreement.


13 To be added only if the consent
of the Borrower and/or other parties is required by the terms of the Credit Agreement.


 









    	 



    	 



    

 


Annex 1 to Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS


 


1.          Representations
and Warranties.


 


1.1.       Assignor.  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document
or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Credit Document.


 


1.2.       Assignee.  [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b)(iii) and (v) of the
Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such
type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies
of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender,
attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative
Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by
it as a Lender.


 


2.          Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.  Notwithstanding
the foregoing, the Administrative Agent shall make all payments of


 




    	 



    	 



    

 


interest, fees or other amounts paid or payable
in kind from and after the Effective Date to [the][the relevant] Assignee.


 


3.       General
Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts,
which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment
and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York, without regard
to conflict of laws principles.


 




    	 



    	 



    

 


Exhibit
E


 


FORM OF GUARANTY JOINDER AGREEMENT


 


THIS GUARANTY JOINDER
AGREEMENT (this “Agreement”), dated as of _____________, 20__, is by and between [INSERT NEW GUARANTOR],
a [INSERT TYPE OF ORGANIZATION] (the “Subsidiary”), and BANK OF AMERICA, N. A., in its capacity
as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time
to time, the “Credit Agreement”), dated as of April 1, 2015, by and among OHI Healthcare Properties Limited
Partnership (the “Borrower”), the Guarantors party thereto, the Lenders and Bank of America, N. A., as Administrative
Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement.


 


The Credit Parties are
required under the provisions of Section 6.15 of the Credit Agreement to cause the Subsidiary to become a “Guarantor”.


 


Accordingly, the Subsidiary
hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders:


 


1.          The
Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to
be a party to the Guaranty and a “Guarantor” for all purposes of the Guaranty, and shall have all of the obligations
of a Guarantor thereunder as if it had executed the Guaranty.  The Subsidiary hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantor contained in the Guaranty.  Without
limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby (i) jointly and severally together with
the other Guarantors, guarantees to each Lender and the Administrative Agent, the prompt payment and performance of the Obligations
in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with
the terms thereof.


 


2.          The
address of the Subsidiary for purposes of all notices and other communications is described on Schedule 10.02 of the Credit
Agreement.


 


3.          The
Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Subsidiary upon the execution
of this Agreement by the Subsidiary.


 


4.          This
Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which when taken together
shall constitute one contract.


 


5.          This
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard
to conflict of laws principles.


 


IN WITNESS WHEREOF, the
Subsidiary has caused this Guaranty Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent,
for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above
written.


 


	 	[INSERT NEW GUARANTOR]	 
	 	 	 	 
	 	By:	 	 






	 	Name:	 	 






	 	Title:	 	 



 






    	 



    	 



    

 


	 	 	 	 
	 	Acknowledged and accepted:	 
	 	 	 
	 	BANK OF AMERICA, N.A.,	 
	 	as Administrative Agent	 






	 	 	 	 
	 	By:	 	 






	 	Name:	 	 






	 	Title: