ELEVENTH SUPPLEMENTAL INDENTURE (Senior Notes due 2024)
Exhibit 4.2B
ELEVENTH SUPPLEMENTAL INDENTURE
(Senior Notes due 2024)
THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”) is dated effective as of March 2, 2015, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the companies listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of March 19, 2012 (as supplemented by that First Supplemental Indenture, dated as of July 2, 2012, that Second Supplemental Indenture, dated as of August 9, 2012, that Third Supplemental Indenture, dated as of September 24, 2012, that Fourth Supplemental Indenture effective as of December 31, 2012, that Fifth Supplemental Indenture dated as of August 1, 2013, that Sixth Supplemental Indenture dated as of October 23, 2013, that Seventh Supplemental Indenture dated as of February 14, 2014, that Eighth Supplemental Indenture dated as of June 27, 2014, that Ninth Supplemental Indenture dated as of November 25, 2014 and that Tenth Supplemental Indenture dated as of January 23, 2015 the “Indenture”), providing for the issuance of the Issuer’s 5-7/8% Senior Notes due 2024 (the “Notes”);
WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;
WHEREAS, the Issuer has created the New Subsidiaries, which are required to become Subsidiary Guarantors pursuant to Section 4.14 and/or 5.01(b) of the Indenture;
WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and
WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
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1.
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CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
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2.
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AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the effective date hereof.
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3.
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NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
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4.
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5.
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COUNTERPARTS. The parties may sign any number of copies of this Eleventh Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
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6.
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EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
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7.
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THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
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[Remainder of Page Intentionally Left Blank]
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Exhibit 4.2B
IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed, all as of the effective date first above written.
| OMEGA HEALTHCARE INVESTORS, INC. | ||
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By:
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/s/ Xxxxxx X. Xxxxxxxxxx |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Treasurer | ||
| Each of the following Subsidiary Guarantors: | |||
| BALA CYNWYD REAL ESTATE, LP OHI ASSET (PA) WEST MIFFLIN, LP |
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| By: |
OHI Asset (PA) West Mifflin, LP, as general partner
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By:
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/s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | |||
| Title: Chief Financial Officer and Treasurer | |||
| OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | |||
| By: |
Omega Healthcare Investors, Inc., as general partner
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By:
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/s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | |||
| Title: Chief Financial Officer and Treasurer | |||
[Signatures continued on the following page]
| On behalf of each the other Subsidiary Guarantors, its sole member, managing member, general partner or trustee, named on the attached Schedule I |
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By:
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/s/ Xxxxxx X. Xxxxxxxxxx |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Treasurer | ||
| On behalf of each of the New Subsidiaries, its sole member, named on the attached Schedule II |
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By:
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/s/ Xxxxxx X. Xxxxxxxxxx |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Treasurer | ||
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
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By:
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/s/ Xxxxx Xxxxxxx |
| Name: Xxxxx Xxxxxxx | ||
| Title: Vice President | ||
| Dated: | Xxxxx 0, 0000 |
Xxxxxxx 4.2B
Schedule I
SUBSIDIARY GUARANTORS
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Encanto Senior Care, LLC
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00000 Xxxxxx Xxxxxx, LLC
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000 Xxxx Xxxxxxxx Xxxxxx, LLC
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0000 Xxxxxxx Xxxx, LLC
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000 Xxxxx Xxxx, LLC
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000 Xxxx Xxxxx Xxxx, LLC
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2425 Teller Avenue, LLC
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Bayside Colorado Healthcare Associates, LLC
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OHI (Connecticut), Inc.
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Bayside Street II, Inc.
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Carnegie Gardens LLC
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CFG 0000 Xxxxxxxxx Xxxxx LLC
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CSE Albany LLC
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CSE Amarillo LLC
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CSE Arden L.P.
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CSE Augusta LLC
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CSE Bedford LLC
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CSE Blountville LLC
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CSE Bolivar LLC
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CSE Cambridge LLC
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CSE Cambridge Realty LLC
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CSE Camden LLC
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CSE Canton LLC
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CSE Casablanca Holdings II LLC
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CSE Casablanca Holdings LLC
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CSE Cedar Rapids LLC
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CSE Centennial Village
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CSE Chelmsford LLC
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CSE Chesterton LLC
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CSE Claremont LLC
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CSE Corpus North LLC
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CSE Denver Xxxxx LLC
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CSE Denver LLC
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CSE Xxxxxxx LLC
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CSE Elkton LLC
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CSE Elkton Realty LLC
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CSE Fairhaven LLC
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CSE Fort Xxxxx LLC
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CSE Frankston LLC
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CSE Georgetown LLC
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CSE Green Bay LLC
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CSE Xxxxxxxx LLC
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| Schedule I Page 1 |
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CSE Huntingdon LLC
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CSE Huntsville LLC
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CSE Indianapolis-Continental LLC
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CSE Indianapolis-Greenbriar LLC
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CSE Jacinto City LLC
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CSE Jefferson City LLC
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CSE Jeffersonville-Hillcrest Center LLC
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CSE Jeffersonville-Xxxxxxxx House LLC
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CSE Kerrville LLC
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CSE Xxxx X.X.
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CSE Kingsport LLC
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CSE Knightdale L.P.
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CSE Lake City LLC
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CSE Lake Worth LLC
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CSE Lakewood LLC
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CSE Las Vegas LLC
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CSE Lawrenceburg LLC
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CSE Lenoir L.P.
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CSE Lexington Park LLC
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CSE Lexington Park Realty LLC
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CSE Ligonier LLC
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CSE Live Oak LLC
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CSE Xxxxxx LLC
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CSE Xxxxxxxx Holdings LLC
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CSE Memphis LLC
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CSE Mobile LLC
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CSE Xxxxx LLC
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CSE North Carolina Holdings I LLC
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CSE North Carolina Holdings II LLC
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CSE Omro LLC
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CSE Orange Park LLC
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CSE Orlando-Pinar Terrace Manor LLC
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CSE Orlando-Terra Vista Rehab LLC
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CSE Pennsylvania Holdings
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CSE Xxxxxxx LLC
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CSE Pilot Point LLC
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CSE Pine View LLC
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CSE Ponca City LLC
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CSE Port St. Lucie LLC
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CSE Richmond LLC
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CSE Xxxxxx LLC
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CSE Ripon LLC
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CSE Xxxxxxx LLC
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CSE Salina LLC
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CSE Seminole LLC
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CSE Shawnee LLC
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| Schedule I Page 2 |
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CSE Spring Branch LLC
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CSE Stillwater LLC
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CSE Taylorsville LLC
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CSE Texarkana LLC
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CSE Texas City LLC
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CSE The Village LLC
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CSE Upland LLC
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CSE Walnut Cove L.P.
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CSE West Point LLC
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CSE Whitehouse LLC
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CSE Williamsport LLC
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CSE Winter Haven LLC
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CSE Xxxxxxx X.X.
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CSE Yorktown LLC
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Desert Lane LLC
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Greenbough, LLC
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LAD I Real Estate Company, LLC
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North Las Vegas LLC
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NRS Ventures, L.L.C.
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OHI Asset (AR) Ash Flat, LLC
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OHI Asset (AR) Camden, LLC
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OHI Asset (AR) Xxxxxx, LLC
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OHI Asset (AR) Des Arc, LLC
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OHI Asset (AR) Hot Springs, LLC
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OHI Asset (AR) Malvern, LLC
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OHI Asset (AR) Mena, LLC
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OHI Asset (AR) Pocahontas, LLC
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OHI Asset (AR) Sheridan, LLC
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OHI Asset (AR) Walnut Ridge, LLC
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OHI Asset (AZ) Austin House, LLC
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OHI Asset (CA), LLC
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OHI Asset (CO), LLC
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OHI Asset (CT) Lender, LLC
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OHI Asset (FL) Lake Placid, LLC
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OHI Asset (FL) Lender, LLC
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OHI Asset (FL), LLC
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OHI Asset (GA) Xxxxxxxx, LLC
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OHI Asset (GA) Snellville, LLC
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OHI Asset (ID) Xxxxx, LLC
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OHI Asset (ID) Midland, LLC
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OHI Asset (ID), LLC
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OHI Asset (IL), LLC
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OHI Asset (IN) American Village, LLC
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OHI Asset (IN) Xxxxxxxx, LLC
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OHI Asset (IN) Beech Grove, LLC
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OHI Asset (IN) Clarksville, LLC
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| Schedule I Page 3 |
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OHI Asset (IN) Clinton, LLC
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OHI Asset (IN) Connersville, LLC
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OHI Asset (IN) Crown Point, LLC
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OHI Asset (IN) Eagle Valley, LLC
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OHI Asset (IN) Elkhart, LLC
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OHI Asset (IN) Forest Creek, LLC
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OHI Asset (IN) Fort Xxxxx, LLC
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OHI Asset (IN) Franklin, LLC
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OHI Asset (IN) Greensburg, LLC
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OHI Asset (IN) Indianapolis, LLC
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OHI Asset (IN) Jasper, LLC
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OHI Asset (IN) Kokomo, LLC
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OHI Asset (IN) Lafayette, LLC
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OHI Asset (IN) Madison, LLC
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OHI Asset (IN) Monticello, LLC
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OHI Asset (IN) Noblesville, LLC
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OHI Asset (IN) Rosewalk, LLC
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OHI Asset (IN) Salem, LLC
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OHI Asset (IN) Seymour, LLC
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OHI Asset (IN) Spring Mill, LLC
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OHI Asset (IN) Terre Haute, LLC
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OHI Asset (IN) Wabash, LLC
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OHI Asset (IN) Westfield, LLC
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OHI Asset (IN) Zionsville, LLC
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OHI Asset (LA), LLC
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OHI Asset (MD), LLC
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OHI Asset (MI) Xxxxxxx Hills, LLC
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OHI Asset (MI), LLC
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OHI Asset (MO), LLC
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OHI Asset (MS) Byhalia, LLC
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OHI Asset (MS) Cleveland, LLC
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OHI Asset (MS) Clinton, LLC
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OHI Asset (MS) Columbia, LLC
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OHI Asset (MS) Corinth, LLC
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OHI Asset (MS) Greenwood, LLC
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OHI Asset (MS) Grenada, LLC
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OHI Asset (MS) Xxxxx Springs, LLC
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OHI Asset (MS) Indianola, LLC
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OHI Asset (MS) Natchez, LLC
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OHI Asset (MS) Picayune, LLC
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OHI Asset (MS) Vicksburg, LLC
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OHI Asset (MS) Yazoo City, LLC
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OHI Asset (NC) Wadesboro, LLC
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OHI Asset (OH) Lender, LLC
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OHI Asset (OH), LLC
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OHI Asset (OR) Portland, LLC
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| Schedule I Page 4 |
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OHI Asset (PA), LLC
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OHI Asset (SC) Aiken, LLC
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OHI Asset (SC) Xxxxxxxx, LLC
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OHI Asset (SC) Xxxxxx Xxxx, LLC
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OHI Asset (SC) Easley Crestview, LLC
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OHI Asset (SC) Edgefield, LLC
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OHI Asset (SC) Greenville Xxxxxxxx, LLC
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OHI Asset (SC) Greenville Laurens, LLC
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OHI Asset (SC) Greenville North, LLC
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OHI Asset (SC) Greer, LLC
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OHI Asset (SC) Marietta, LLC
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OHI Asset (SC) XxXxxxxxx, LLC
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OHI Asset (SC) Xxxxxxx East Cedar, LLC
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OHI Asset (SC) Xxxxxxx Xxxxxxxx, LLC
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OHI Asset (SC) Piedmont, LLC
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OHI Asset (SC) Simpsonville SE Main, LLC
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OHI Asset (SC) Simpsonville West Broad, LLC
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OHI Asset (SC) Simpsonville Xxxx Xxxxxx, LLC
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OHI Asset (TN) Xxxxxxxx, LLC
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OHI Asset (TN) Collierville, LLC
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OHI Asset (TN) Memphis, LLC
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OHI Asset (TX) Xxxxxxxx, LLC
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OHI Asset (TX) Xxxxx, LLC
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OHI Asset (TX) Xxxxxxxx, LLC
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OHI Asset (TX) College Station, LLC
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OHI Asset (TX) Comfort, LLC
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OHI Asset (TX) Diboll, LLC
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OHI Asset (TX) Granbury, LLC
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OHI Asset (TX) Hondo, LLC
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OHI Asset (TX) Italy, LLC
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OHI Asset (TX) Winnsboro, LLC
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OHI Asset (TX), LLC
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OHI Asset (UT) Xxxxx, LLC
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OHI Asset (UT) Provo, LLC
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OHI Asset (UT) Xxx, LLC
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OHI Asset (VA) Charlottesville, LLC
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OHI Asset (VA) Farmville, LLC
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OHI Asset (VA) Hillsville, LLC
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OHI Asset (VA) Rocky Mount, LLC
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OHI Asset (WA) Battle Ground, LLC
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OHI Asset CSB LLC
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OHI Asset CSE – E, LLC
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OHI Asset CSE – U, LLC
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OHI Asset HUD CFG, LLC
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OHI Asset HUD Delta, LLC
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OHI Asset HUD SF CA, LLC
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| Schedule I Page 5 |
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OHI Asset HUD SF, LLC
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OHI Asset HUD WO, LLC
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OHI Asset II (CA), LLC
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OHI Asset II (FL), LLC
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OHI Asset RO PMM Services, LLC
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OHI Asset RO, LLC
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OHI Asset, LLC
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Panama City Nursing Center LLC
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Xxxxxx Xxxxxxxx LLC
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Suwanee, LLC
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Florida Real Estate Company, LLC
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Pensacola Real Estate Holdings I, Inc.
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Pensacola Real Estate Holdings II, Inc.
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Pensacola Real Estate Holdings III, Inc.
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Pensacola Real Estate Holdings IV, Inc.
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Pensacola Real Estate Holdings V, Inc.
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Skyler Pensacola, Inc.
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OHI (Illinois), Inc.
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OHI (Indiana), LLC
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OHI (Iowa), Inc.
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Sterling Acquisition, LLC
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00 Xxxx Xxxxx Xxxx, LLC
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Arizona Lessor - Infinia, LLC
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Bayside Street, Inc.
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Colorado Lessor - Conifer, LLC
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Delta Investors I, LLC
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Delta Investors II, LLC
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Florida Lessor – Meadowview, LLC
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Xxxxxxx Xxxxxx - Bonterra/Parkview, LLC
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Indiana Lessor – Wellington Manor, LLC
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OHI Asset (PA) Trust
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OHI Asset II (PA) Trust
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OHI Asset III (PA) Trust
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OHI Asset IV (PA) Silver Lake Trust
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OHI Tennessee, Inc.
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Omega TRS I, Inc.
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Texas Lessor – Stonegate GP, LLC
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Texas Lessor – Stonegate, Limited, LLC
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Texas Lessor – Stonegate, XX
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Xxxxxxxxxx Lessor – Silverdale, LLC
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OHIMA, Inc.
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0000 Xxx Xxxxxx Xxxxxxxx Xx. LLC
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00000 Xxxxxx Xxxx Xxxxxxxx Xx. LLC
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Xxxxx Xxxxx House Nursing Home, Inc.
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Ocean Springs Nursing Home, Inc.
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Xxxxxx Xxxxxxxxx, Inc.
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| Schedule I Page 6 |
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Skyler Florida, Inc.
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Canton Health Care Land, Inc.
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Colonial Gardens, LLC
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Xxxxx Health Care Center, Inc.
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Xxxxxx I Land, Inc.
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Xxxxxx II Land, Inc.
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Xxxxxx III Land, Inc.
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Leatherman 90-1, Inc.
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Leatherman Partnership 89-1, Inc.
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Leatherman Partnership 89-2, Inc.
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Meridian Arms Land, Inc.
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Orange Village Care Center, Inc.
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St. Mary’s Properties, Inc.
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The Suburban Pavilion, Inc.
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Wilcare, LLC
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Pavillion North, LLP
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OHI Asset (GA) Macon, LLC
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OHI Asset (SC) Greenville, LLC
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OHI Asset (SC) Orangeburg, LLC
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OHI Asset (WV) Danville, LLC
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OHI Asset (WV) Ivydale, LLC
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OHI Mezz Lender, LLC
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00000 Xxxx Xxxxxxx Xxxxxxxxx, LLC
0000 Xxxxxxxx Xxxxx, LLC
Golden Hill Real Estate Company, LLC
0000 X Xxxxxx, LLC
PV Realty–Willow Tree, LLC
Bala Cynwyd Real Estate, LP
Hot Springs Atrium Owner, LLC
Hot Springs Cottages Owner, LLC
Hot Springs Marina Owner, LLC
OHI Asset (OR) Troutdale, LLC
OHI Asset (PA) GP, LLC
OHI Asset (PA) West Mifflin, LP
OHI Asset (TN) Jefferson City, LLC
OHI Asset CHG ALF, LLC
OHI Asset Management, LLC
OHI Healthcare Properties Holdco, Inc.
OHI Healthcare Properties Limited Partnership
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| Schedule I Page 7 |
Schedule II
NEW SUBSIDIARIES
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OHI (Illinois) Holding, LLC
OHI Asset (TN) Rogersville, LLC
OHI Asset CSE–E Subsidiary, LLC
OHI Asset CSE–U Subsidiary, LLC
Pavillion North Partners, LLC
Pavillion Nursing Center North, LLC
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