or (iii) if
given by any other means, when delivered at the address specified in or pursuant
to this Section.
17.
Severability.
In the event that any
provision hereof shall be deemed to be invalid by reason of the operation of any
law or by reason of the interpretation placed thereon by any court, this
Guaranty shall be construed as not containing such provision, but only as to
such jurisdictions where such law or interpretation is operative, and the
invalidity of such provision shall not affect the validity of any remaining
provision hereof, and any and all other provisions hereof which are otherwise
lawful and valid shall remain in full force and effect.
18.
Applicable Law; Consent to Jurisdiction and
Venue; Waiver of Jury Trial.
THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS AND
ALL MATTERS RELATING THERETO SHALL, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY
APPLICABLE LAW, 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.
EACH OF THE GUARANTORS HEREBY SUBMITS TO THE JURISDICTION AND VENUE
OF THE STATE AND FEDERAL COURTS OF NEW YORK AND AGREES THAT THE ADMINISTRATIVE
AGENT AND THE LENDERS MAY, AT THEIR OPTION, ENFORCE THEIR RESPECTIVE RIGHTS
HEREUNDER AND UNDER THE OTHER CREDIT DOCUMENTS IN SUCH COURTS.
EACH OF THE
GUARANTORS HEREBY IRREVOCABLY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM FOR
MAINTENANCE OF ANY ACTION OR PROCEEDING
BY THE ADMINISTRATIVE AGENT OR THE LENDERS IN SUCH COURTS.
EACH OF THE
GUARANTORS AND THE ADMINISTRATIVE AGENT, (ON BEHALF OF ITSELF AND THE LENDERS)
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER OF THE
CREDIT DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
19.
Headings.
The headings in this instrument
are for convenience of reference only and shall not limit or otherwise affect
the meaning of any provisions hereof.
20.
Counterparts.
This Guaranty may be executed
in any number of counterparts and by different parties hereto on separate
counterparts, each constituting an original, but all together one and the same
instrument.
21.
Rights of the Required Lenders.
All rights
of the Administrative Agent hereunder, if not exercised by the Administrative
Agent, may be exercised by the Required Lenders.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, each of the Guarantors has caused this Guaranty to be duly
executed as of the date first above written.
PARENT:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:
/s/ Daniel J. Booth
Name:
Daniel J. Booth
Title:
Chief Operating Officer
SUBSIDIARY GUARANTORS:
ARIZONA LESSOR - INFINIA, INC.
BAYSIDE ALABAMA HEALTHCARE SECOND, INC.
BAYSIDE ARIZONA HEALTHCARE ASSOCIATES, INC.
BAYSIDE ARIZONA HEALTHCARE SECOND, INC.
BAYSIDE COLORADO HEALTHCARE ASSOCIATES, INC.
BAYSIDE COLORADO HEALTHCARE SECOND, INC.
BAYSIDE INDIANA HEALTHCARE ASSOCIATES, INC.
BAYSIDE STREET II, INC.
BAYSIDE STREET, INC.
CARE HOLDINGS, INC.
CENTER HEALTHCARE ASSOCIATES, INC.
CHERRY STREET - SKILLED NURSING, INC.
COLORADO LESSOR - CONIFER, INC.
DALLAS -