FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 7, 2015 is by and among OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), certain subsidiaries of the Borrower identified on the signature pages hereto as “Guarantors”, the lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent have entered into that certain Credit Agreement dated as of April 1, 2015 as amended, supplemented or otherwise modified prior to the date hereof (the “Existing Credit Agreement”);
WHEREAS, the Borrower, the Guarantors, certain of the Lenders and the Administrative Agent have agreed to amend the Existing Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. The following terms used in this Amendment, including its preamble and recitals, have the following meanings:
“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.
“First Amendment Effective Date” is defined in Subpart 3.1.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.
PART 2
AMENDMENTS TO
EXISTING CREDIT AGREEMENT
SUBPART 2.1 The following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in appropriate alphabetical order to read as follows:
“Domestic Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof or the District of Columbia.
“Foreign Subsidiary” means any Subsidiary of the Borrower that is not organized under the laws of the United States or any state thereof or the District of Columbia.
“International Unencumbered Property” means an Unencumbered Property which is located in Australia, Canada, Switzerland or the United Kingdom.
SUBPART 2.2 Clause (d) of the definition of “Unencumbered Property” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(d) shall be located in the United States or shall be an International Unencumbered Property; provided, however, that International Unencumbered Properties may be included in the pool of Unencumbered Properties only to the extent that aggregate value of such properties does not exceed twenty percent (20%) of the total Unencumbered Asset Value.
SUBPART 2.3 Section 6.15(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) Upon the acquisition, incorporation or other creation of any Subsidiary of the Borrower that (i) (A) is a Domestic Subsidiary and (B) owns an Unencumbered Property or provides a guaranty of the obligations under the REIT Credit Agreement, the Senior Notes or other unsecured Funded Debt and (ii) has not been designated as an Unrestricted Subsidiary, the Borrower shall cause such Subsidiary to (1) 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 (2) 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; provided, however, notwithstanding the foregoing, if any Foreign Subsidiary provides a guaranty of the Senior Notes or other unsecured Funded Debt of the Borrower or any Domestic Subsidiary, then the Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the procedures described in clauses (1) and (2) of this Section 6.15(a) above.
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 First Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “First Amendment Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “First Amendment”.
SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts (or other evidence of execution, including telephonic message or other electronic imaging means, satisfactory to the Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf of the Borrower, the Guarantors, Lenders constituting Required Lenders (as defined in the Existing Credit Agreement) and the Administrative Agent.
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SUBPART 3.3 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 Amendment which are due and payable on the First Amendment Effective Date.
PART 4
MISCELLANEOUS
SUBPART 4.1 Construction. This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.
SUBPART 4.2 Representations and Warranties. The Borrower hereby represents and warrants that it: (a) has the requisite corporate power and authority to execute, deliver and perform this Amendment, and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment, (c) after giving effect to this Amendment, the representations and warranties contained in Article V of the Amended Credit Agreement are true and correct in all material respects on and as of the date hereof upon giving effect to this Amendment as though made on and as of such date (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof upon giving effect to this Amendment.
SUBPART 4.3 Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed original counterpart of this Amendment.
SUBPART 4.4 Binding Effect. This Amendment, the Amended Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and amended in this Amendment, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect.
SUBPART 4.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SUBPART 4.6 Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
SUBPART 4.7 Affirmation. Except as specifically amended above, the Credit Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by the Borrower. The Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Existing Credit Agreement, as otherwise waived, consented to and amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Lenders’ part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.
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SUBPART 4.8 No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any provision of any Credit Document or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Except as otherwise provided for in this Amendment, nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Documents or any of Lenders’ rights and remedies in respect of such Defaults or Events of Default.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First Amendment to Credit Agreement to be duly executed and delivered as of the date first above written.
| BORROWER: | OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | |
| By: | OHI Healthcare Properties Holdco, Inc., | |
| the Principal 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: | /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 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 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 | |
| TEXAS LESSOR – STONEGATE GP, LLC | |
| TEXAS LESSOR – STONEGATE LIMITED, LLC |
| INDIANA LESSOR – WELLINGTON MANOR, LLC | |
| OHI ASSET (FL) LUTZ, LLC | |
| AVIV ASSET MANAGEMENT, L.L.C. | |
| ohi asset hud h-f, llc | |
| ohi asset (ga) dunwoody, llc | |
| ohi asset (ga) roswell, llc | |
| ohi asset (la) baton rouge, llc | |
| ohi asset (ny) 2nd avenue, llc | |
| ohi asset (ny) 93rd street, llc |
| By: | OHI Healthcare Properties Limited Partnership, | ||
| the Sole Member of each of the companies | |||
| 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 | |
| 3232 ARTESIA REAL ESTATE, LLC |
| By: | OHI Asset HUD SF CA, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Daniel J. Booth | ||
| Name: | Daniel J. Booth | ||
| Title: | Chief Operating Officer | ||
| ENCANTO SENIOR CARE, LLC | |
| OHI ASSET (AZ) AUSTIN HOUSE, LLC | |
| G&L GARDENS, LLC | |
| PALM VALLEY SENIOR CARE, LLC | |
| RIDGECREST SENIOR CARE, LLC |
| By: | OHI Asset HUD SF, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Daniel J. Booth | ||
| Name: | Daniel J. Booth | ||
| Title: | Chief Operating Officer | ||
| 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 | |||
| PAVILLION NURSING CENTER NORTH, LLC | ||||
| PAVILLION NORTH PARTNERS, LLC | ||||
| THE SUBURBAN PAVILION, LLC | ||||
| By: | OHI Asset (OH), LLC, | |||
| the Sole Member of each of the companies | ||||
| 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 | |||
| 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 | |||
| 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 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 | |||
| 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 | |
| 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 | |||
| 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 | |||
| 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. | ||||
| AVIV HEALTHCARE CAPITAL CORPORATION | ||||
| 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 of the companies | ||||
| By: | /s/ Daniel J. Booth | |||
| Name: | Daniel J. Booth | |||
| Title: | Chief Operating Officer | |||
| 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 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 of the companies | ||
| 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: | /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 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 each of the companies | |||
| 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 | |
| CHR BARTOW LLC | |
| CHR BOCA RATON LLC | |
| CHR BRADENTON LLC | |
| CHR CAPE CORAL LLC | |
| CHR FORT MYERS LLC | |
| CHR FORT WALTON BEACH LLC | |
| CHR LAKE WALES LLC | |
| CHR LAKELAND LLC | |
| CHR POMPANO BEACH BROWARD LLC | |
| CHR POMPANO BEACH LLC | |
| CHR SANFORD LLC | |
| CHR SPRING HILL LLC | |
| CHR ST. PETE BAY LLC | |
| CHR ST. PETE EGRET LLC | |
| CHR TAMPA CARROLLWOOD LLC | |
| CHR TAMPA LLC | |
| CHR TARPON SPRINGS LLC | |
| CHR TITUSVILLE LLC |
| By: | OHI Asset HUD H-F, LLC, | |
| the Sole Member of each of the companies |
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| 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 each of the companies |
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. |
| By: | OHI Healthcare Properties Limited Partnership, the Sole Member of such company |
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| AVIV FINANCING I, L.L.C. | |
| AVIV FINANCING II, L.L.C. | |
| AVIV FINANCING III, L.L.C. | |
| AVIV FINANCING IV, L.L.C. | |
| AVIV FINANCING V, L.L.C. |
| By: | Aviv Healthcare Properties Operating Partnership I, L.P., the Sole Member of each of the companies |
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| ALAMOGORDO AVIV, L.L.C. | |
| ARMA YATES, L.L.C. | |
| BRADENTON ALF PROPERTY, L.L.C. | |
| CALIFORNIA AVIV, L.L.C. | |
| CHIPPEWA VALLEY, L.L.C. | |
| CLAYTON ASSOCIATES, L.L.C. | |
| COLUMBUS WESTERN AVENUE, L.L.C. | |
| COMMERCE NURSING HOMES, L.L.C. | |
| COMMERCE STERLING HART DRIVE, L.L.C. | |
| CONROE RIGBY OWEN ROAD, L.L.C. | |
| DENISON TEXAS, L.L.C. | |
| FALFURRIAS TEXAS, L.L.C. | |
| FREDERICKSBURG SOUTH ADAMS STREET, L.L.C. | |
| FREEWATER OREGON, L.L.C. | |
| FULLERTON CALIFORNIA, L.L.C. | |
| GERMANTOWN PROPERTY, L.L.C. | |
| HERITAGE MONTEREY ASSOCIATES, L.L.C. | |
| HIGHLAND LEASEHOLD, L.L.C. | |
| HOBBS ASSOCIATES, L.L.C. | |
| HOT SPRINGS AVIV, L.L.C. | |
| HOUSTON TEXAS AVIV, L.L.C. | |
| HUTCHINSON KANSAS, L.L.C. | |
| JASPER SPRINGHILL STREET, L.L.C. | |
| MCCARTHY STREET PROPERTY, L.L.C. | |
| MISSOURI ASSOCIATES, L.L.C. | |
| MISSOURI REGENCY ASSOCIATES, L.L.C. | |
| MOUNT WASHINGTON PROPERTY, L.L.C. | |
| N.M. BLOOMFIELD THREE PLUS ONE LIMITED COMPANY |
| N.M. ESPANOLA THREE PLUS ONE LIMITED COMPANY | |
| N.M. LORDSBURG THREE PLUS ONE LIMITED COMPANY | |
| N.M. SILVER CITY THREE PLUS ONE LIMITED COMPANY | |
| OMAHA ASSOCIATES, L.L.C. | |
| RIVERSIDE NURSING HOME ASSOCIATES, L.L.C. | |
| SANTA ANA-BARTLETT, L.L.C. | |
| SAVOY/BONHAM VENTURE, L.L.C. | |
| SOUTHERN CALIFORNIA NEVADA, L.L.C. | |
| TUJUNGA, L.L.C. | |
| WASHINGTON-OREGON ASSOCIATES, L.L.C. | |
| WEST YARMOUTH PROPERTY I, L.L.C. | |
| WHEELER HEALTHCARE ASSOCIATES, L.L.C. |
| By: | Aviv Financing I, L.L.C., | |
| the Sole Member of each of the companies |
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| 446 SYCAMORE ROAD, L.L.C. | |
| ALBANY STREET PROPERTY, L.L.C. | |
| ARKANSAS AVIV, L.L.C. | |
| AVERY STREET PROPERTY, L.L.C. | |
| AVON OHIO, L.L.C. | |
| BELLEVILLE ILLINOIS, L.L.C. | |
| BELLINGHAM II ASSOCIATES, L.L.C. | |
| BETHEL ALF PROPERTY, L.L.C. | |
| BHG AVIV, L.L.C. | |
| BIGLERVILLE ROAD, L.L.C. | |
| BONHAM TEXAS, L.L.C. | |
| BURTON NH PROPERTY, L.L.C. | |
| CAMAS ASSOCIATES, L.L.C. | |
| CHAMPAIGN WILLIAMSON FRANKLIN, L.L.C. | |
| CHARDON OHIO PROPERTY, L.L.C. | |
| CHATHAM AVIV, L.L.C. | |
| CLARKSTON CARE, L.L.C. | |
| COLONIAL MADISON ASSOCIATES, L.L.C. | |
| COLUMBUS TEXAS AVIV, L.L.C. | |
| COLVILLE WASHINGTON PROPERTY, L.L.C. | |
| CRETE PLUS FIVE PROPERTY, L.L.C. | |
| CROOKED RIVER ROAD, L.L.C. | |
| CR AVIV, L.L.C. | |
| CUYAHOGA FALLS PROPERTY, L.L.C. |
| DALLAS TWO PROPERTY, L.L.C. | |
| DARIEN ALF PROPERTY, L.L.C. | |
| EAST ROLLINS STREET, L.L.C. | |
| EDGEWOOD DRIVE PROPERTY, L.L.C. | |
| ELITE YORKVILLE, L.L.C. | |
| FALCON FOUR PROPERTY, L.L.C. | |
| FLORIDA ALF PROPERTIES, L.L.C. | |
| FORT STOCKTON PROPERTY, L.L.C. | |
| FOUR FOUNTAINS AVIV, L.L.C. | |
| GILTEX CARE, L.L.C. | |
| GONZALES TEXAS PROPERTY, L.L.C. | |
| GREAT BEND PROPERTY, L.L.C. | |
| GREENVILLE KENTUCKY PROPERTY, L.L.C. | |
| HHM AVIV, L.L.C. | |
| HIDDEN ACRES PROPERTY, L.L.C. | |
| IDAHO ASSOCIATES, L.L.C. | |
| ILLINOIS MISSOURI PROPERTIES, L.L.C. | |
| IOWA LINCOLN COUNTY PROPERTY, L.L.C. | |
| KARAN ASSOCIATES TWO, L.L.C. | |
| KARISSA COURT PROPERTY, L.L.C. | |
| KB NORTHWEST ASSOCIATES, L.L.C. | |
| KENTUCKY NH PROPERTIES, L.L.C. | |
| LOUISVILLE DUTCHMANS PROPERTY, L.L.C. | |
| MAGNOLIA DRIVE PROPERTY, L.L.C. | |
| MANSFIELD AVIV, L.L.C. | |
| MASSACHUSETTS NURSING HOMES, L.L.C. | |
| MINNESOTA ASSOCIATES, L.L.C. | |
| MISHAWAKA PROPERTY, L.L.C. | |
| MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C. | |
| MT. VERNON TEXAS, L.L.C. | |
| MURRAY COUNTY, L.L.C. | |
| MUSCATINE TOLEDO PROPERTIES, L.L.C. | |
| NEW HOPE PROPERTY, L.L.C. | |
| NICHOLASVILLE KENTUCKY PROPERTY, L.L.C. | |
| NORTH ROYALTON OHIO PROPERTY, L.L.C. | |
| NORWALK ALF PROPERTY, L.L.C. | |
| OAKLAND NURSING HOMES, L.L.C. | |
| OCTOBER ASSOCIATES, L.L.C. | |
| OGDEN ASSOCIATES, L.L.C. | |
| OHIO AVIV, L.L.C. | |
| OHIO AVIV THREE, L.L.C. | |
| OHIO AVIV TWO, L.L.C. | |
| OHIO INDIANA PROPERTY, L.L.C. | |
| OKLAHOMA WARR WIND, L.L.C. | |
| OKLAHOMA TWO PROPERTY, L.L.C. | |
| OREGON ASSOCIATES, L.L.C. | |
| OSO AVENUE PROPERTY, L.L.C. | |
| OSTROM AVENUE PROPERTY, L.L.C. | |
| S.C. PORTFOLIO PROPERTY, L.L.C. | |
| PEABODY ASSOCIATES, L.L.C. | |
| PENNINGTON ROAD PROPERTY, L.L.C. | |
| POCATELLO IDAHO PROPERTY, L.L.C. |
| PRESCOTT ARKANSAS, L.L.C. | |
| RAVENNA OHIO PROPERTY, L.L.C. | |
| RICHLAND WASHINGTON, L.L.C. | |
| ROCKINGHAM DRIVE PROPERTY, L.L.C. | |
| SANTA FE MISSOURI ASSOCIATES, L.L.C. | |
| SEARCY AVIV, L.L.C. | |
| SIERRA PONDS PROPERTY, L.L.C. | |
| SKYVIEW ASSOCIATES, L.L.C. | |
| ST. JOSEPH MISSOURI PROPERTY, L.L.C. | |
| STAR CITY ARKANSAS, L.L.C. | |
| STEPHENVILLE TEXAS PROPERTY, L.L.C. | |
| TEXAS FOUR PROPERTY, L.L.C. | |
| TEXHOMA AVENUE PROPERTY, L.L.C. | |
| TULARE COUNTY PROPERTY, L.L.C. | |
| WASHINGTON IDAHO PROPERTY, L.L.C. | |
| WELLINGTON LEASEHOLD, L.L.C. | |
| WEST PEARL STREET, L.L.C. | |
| WHITLOCK STREET PROPERTY, L.L.C. | |
| YUBA AVIV, L.L.C. |
| By: | Aviv Financing II, L.L.C., | |
| the Sole Member of each of the companies | ||
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| DANBURY ALF PROPERTY, L.L.C. | |
| RIVERSIDE NURSING HOME ASSOCIATES TWO, L.L.C. | |
| WESTERVILLE OHIO OFFICE PROPERTY, L.L.C. |
| By: | Aviv Financing III, L.L.C., | |
| the Sole Member of each of the companies | ||
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| AVIV LIBERTY, L.L.C. | |
| AVIV FOOTHILLS, L.L.C. | |
| CALIFORNIA AVIV TWO, L.L.C. | |
| GARDNERVILLE PROPERTY, L.L.C. | |
| EFFINGHAM ASSOCIATES, L.L.C. | |
| ELITE MATTOON, L.L.C. | |
| KANSAS FIVE PROPERTY, L.L.C. | |
| KARAN ASSOCIATES, L.L.C. | |
| MANOR ASSOCIATES, L.L.C. | |
| NEWTON ALF PROPERTY, L.L.C. | |
| OHIO PENNSYLVANIA PROPERTY, L.L.C. | |
| ORANGE ALF PROPERTY, L.L.C. | |
| POMONA VISTA L.L.C. | |
| RATON PROPERTY LIMITED COMPANY | |
| RED ROCKS, L.L.C. | |
| ROSE BALDWIN PARK PROPERTY, L.L.C. | |
| SALEM ASSOCIATES, L.L.C. | |
| SAN JUAN NH PROPERTY, L.L.C. | |
| SANDALWOOD ARKANSAS PROPERTY, L.L.C. | |
| SEDGWICK PROPERTIES, L.L.C. | |
| SUN-MESA PROPERTIES, L.L.C. | |
| VRB AVIV, L.L.C. | |
| WATAUGA ASSOCIATES, L.L.C. | |
| WILLIS TEXAS AVIV, L.L.C. |
| By: | Aviv Financing IV, L.L.C., | |
| the Sole Member of each of the companies | ||
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer |
| CASA/SIERRA CALIFORNIA ASSOCIATES, L.L.C. | |
| FLORIDA FOUR PROPERTIES, L.L.C. | |
| KINGSVILLE TEXAS, L.L.C. | |
| GLENDALE NH PROPERTY, L.L.C. | |
| MONTANA ASSOCIATES, L.L.C. | |
| ORANGE, L.L.C. | |
| PEABODY ASSOCIATES TWO, L.L.C. | |
| SEGUIN TEXAS PROPERTY, L.L.C. | |
| SOUTHEAST MISSOURI PROPERTY, L.L.C. | |
| STEVENS AVENUE PROPERTY, L.L.C. | |
| TEXAS FIFTEEN PROPERTY, L.L.C. |
| By: | Aviv Financing V, L.L.C., | |
| the Sole Member of each of the companies | ||
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer | |
| CHARDON OHIO PROPERTY HOLDINGS, L.L.C. | ||
| By: | Chardon Ohio Property, L.L.C., | |
| the Sole Member of such company | ||
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer | |
| FALCON FOUR PROPERTY HOLDING, L.L.C. | ||
| By: | Falcon Four Property, L.L.C., | |
| the Sole Member of such company | ||
| By: | /s/ Daniel J. Booth | |
| Name: | Daniel J. Booth | |
| Title: | Chief Operating Officer | |
| ADMINISTRATIVE AGENT: | bank of america, n.a., | |
| as Administrative Agent | ||
| By: | /s/ Kevin L. Ahart | |
| Name: | Kevin L. Ahart | |
| Title: | Vice President | |
| LENDERS: | BANK OF AMERICA, N.A., | |
| as a Lender | ||
| By: | /s/ Yinghua Zhang | |
| Name: | Yinghua Zhang | |
| Title: | Director | |
| CREDIT AGRICOLE COPORATE AND INVESTMENT BANK, | ||
| as a Lender | ||
| By: | /s/ Thomas Randolph | |
| Name: | Thomas Randolph | |
| Title: | Managing Director | |
| By: | /s/ Amy Trapp | |
| Name: | Amy Trapp | |
| Title: | Managing Director | |
| JPMORGAN CHASE BANK, N.A., | ||
| as a Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
| CITIZENS BANK, NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Brad E. Bindas | |
| Name: | Brad E. Bindas | |
| Title: | Senior Vice President | |
| SUNTRUST BANK, | ||
| as a Lender | ||
| By: | /s/ Joshua Turner | |
| Name: | Joshua Turner | |
| Title: | Vice President | |
| ROYAL BANK OF CANADA, | ||
| as a Lender | ||
| By: | /s/ Brian Gross | |
| Name: | Brian Gross | |
| Title: | Authorized Signatory | |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
| CAPITAL ONE, NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ J. Stephen Klose | |
| Name: | J. Stephen Klose | |
| Title: | Authorized Signatory | |
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Darin Mullis | |
| Name: | Darin Mullis | |
| Title: | Director | |
