10-Q: Quarterly report pursuant to Section 13 or 15(d)

Loan No. 70004093



LOAN AGREEMENT


AMONG

GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and a Lender

AND

THE OTHER FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER
BECOME PARTIES TO THIS AGREEMENT
as Lenders

AND

OHI ASSET, LLC
OHI ASSET (FL), LLC,
OHI ASSET (IN), LLC
OHI ASSET (LA), LLC
OHI ASSET (TX), LLC
OHI ASSET (ID), LLC
OHI ASSET (MI/NC), LLC
OHI ASSET (OH), LLC
OHI ASSET (MO), LLC
OHI ASSET (CA), LLC
DELTA INVESTORS I, LLC
DELTA INVESTORS II, LLC
NRS VENTURES, LLC
OHI (ILLINOIS), INC.
OHI (INDIANA), INC.
STERLING ACQUISITION CORP.

as Borrowers


DATED AS OF JUNE 23, 2003



$225,000,000
OMEGA LOAN PORTFOLIO


TABLE OF CONTENTS



RECITALS.....................................................................1

ARTICLE I The Loan...........................................................2

ARTICLE II Security..........................................................12

ARTICLE III Conditions Precedent.............................................13

ARTICLE IV Representations and Warranties....................................18

ARTICLE V Affirmative Covenants..............................................28

ARTICLE VI Negative Covenants................................................37

ARTICLE VII Events of Default; Acceleration of Indebtedness; Remedies........39

ARTICLE VIII Assignment and Participation....................................42

ARTICLE IX Miscellaneous.....................................................57



List of Exhibits


Exhibit A Property Locations and Borrower Interests
Exhibit B Letters of Credit

Exhibit 1.1.1(a) Form of Term Note
Exhibit 1.1.1(b) Term Loan Commitments
Exhibit 1.1.2(a) Form of Revolving Note
Exhibit 1.1.2(b) Revolving Loan Commitments
Exhibit 1.1.3(a) Form of Swing Line Note
Exhibit 1.1.3(b) Swing Line Commitment
Exhibit 1.4.2 Principal Payments Amortization Schedule
Exhibit 3.4 Title Policy Exceptions
Exhibit 3.7 Leases and Lease Collateral
Exhibit 3.8 Insurance Certificates
Exhibit 4.9 Flood Hazard Properties
Exhibit 4.12 Litigation
Exhibit 4.20 Security Deposits
Exhibit 4.23 Interest Holder Certification and Agreement
Exhibit 4.26 Taxes
Exhibit 4.27 ERISA Matters
Exhibit 4.28 Intellectual Property
Exhibit 4.29 Deposits and Accounts
Exhibit 4.30 Compliance with Healthcare Laws
Exhibit 5.3.1 Form of Compliance Certificate
Exhibit 5.7.1 Form of Lockbox Agreement
Exhibit 6.1.5(a) Sun Lease Projects and Rents
Exhibit 6.1.5(b) Form of Lease for New Sun Lease Tenants


SCHEDULE I Index of Defined Terms

(Omega Healthcare Investors, Inc. undertakes to supplementally furnish to the
Securities and Exchange Commission a copy of omitted attachments to this exhibit
upon request).


Loan No. 70004093

LOAN AGREEMENT


THIS LOAN AGREEMENT (this "Agreement") is dated as of the 23rd day of June,
2003 by and among (a) OHI ASSET, LLC, OHI ASSET (FL), LLC, OHI ASSET (IN), LLC,
OHI ASSET (LA), LLC, OHI ASSET (TX), LLC, OHI ASSET (ID), LLC, OHI ASSET
(MI/NC), LLC, OHI ASSET (OH), LLC, OHI ASSET (MO), LLC, OHI ASSET (CA), LLC,
DELTA INVESTORS I, LLC, DELTA INVESTORS II, LLC, NRS VENTURES, LLC, OHI
(ILLINOIS), INC., OHI (INDIANA), INC. and STERLING ACQUISITION CORP.
(collectively, "Borrowers" and each, individually, a "Borrower"), (b) the
financial institutions who are or hereafter become parties to this Agreement as
Lenders and (c) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in
its individual capacity, "GECC"), as Agent and a Lender.

RECITALS

A. Borrowers have requested that Lenders (as defined below) extend term
loan and revolving loan facilities to Borrowers of up to Two Hundred Twenty-Five
Million Dollars ($225,000,000.00) in the aggregate (collectively, the "Loan"),
subject to the terms and conditions contained in this Agreement and the other
Loan Documents (as defined below). The Loan is comprised of the Term Loan and
the Revolving Loan (each as defined in Section 1.1 below). The Loan is further
evidenced by the Term Notes, Revolving Notes and Swing Line Notes (each as
defined in Section 1.1 below).

B. As set forth on Exhibit A hereto, a Borrower is either the owner, ground
lessee, ground sublessee or first mortgagee with respect to each of the 121
skilled nursing facilities, mentally retarded and developmentally disabled
facilities, rehab hospitals, long term acute care facilities and intermediate
care facilities for the mentally disabled (collectively, the "Health Care
Facilities"), as more particularly described on such Exhibit. The Title Policies
(as defined in Section 3.4 below) contain the legal descriptions of the land on
which each of the Health Care Facilities is located (collectively called the
"Properties" and each individually called a "Property"). The improvements
located on such Properties are collectively called the "Improvements". The
Properties and the Improvements are sometimes collectively called the
"Projects", and a single Property and its Improvements are sometimes called a
"Project". Those Properties owned by a Borrower are called the "Owned
Properties"; those Properties ground leased or subleased by a Borrower are
called the "Ground Leased Properties" and the ground leases or ground subleases
with respect thereto are called the "Ground Leases"; and those Properties on
which a Borrower holds a first mortgage are called the "Omega Mortgaged
Properties". The Owned Properties and the Ground Leased Properties are
collectively called the "Omega Leased Properties."

C. Borrowers will use the proceeds of the Loan for the purpose of
refinancing the Projects, for other general corporate purposes and as described
in subsection 1.1.2(c) below.

D. Borrowers' obligations under the Loan will be secured by, among other
things, (a) a first priority Mortgage, Assignment of Rents and Security
Agreement (or a document of similar title) of even date herewith (collectively,
the "Mortgages") encumbering each Owned Property, (b) a first priority Leasehold
Mortgage, Assignment of Rents and Security Agreement (or a document of similar
title) of even date herewith (collectively, the "Leasehold Mortgages")
encumbering each Ground Leased Property, (c) a Pledge and Collateral Assignment
of Loans with respect to each Omega Mortgaged Property and the Omega Loan
Documents (as defined in subsection 5.7.2 below) (collectively, the "Assignments
of Loan Documents"), (d) the Pledge (as defined in Section 3.1 below)
encumbering one hundred percent (100%) of the ownership interests in each
Borrower, and (e) the Assignments of Leases (if any) (as defined in Section 3.1
below). This Agreement, the Notes, the Mortgages, the Leasehold Mortgages, the
Assignments of Loan Documents, the Guaranty (as defined in Section 3.1 below),
the Environmental Indemnity (as defined in Section 3.1 below), the Pledge, the
Assignments of Leases (if any) and any other documents evidencing or securing
the Loan or executed in connection therewith or herewith, and any modifications,
renewals, extensions and amendments thereof, are referred to herein collectively
as the "Loan Documents."

E. "Agent" means GECC in its capacity as agent for the Lenders under this
Agreement and each of the other Loan Documents and any successor in such
capacity appointed pursuant to Section 8.2 below. "Lender" or "Lenders" means
GECC in its individual capacity and its successors and permitted assigns
pursuant to Section 8.1 below and any other financial institution which is now
or hereafter becomes a party to this Agreement as a Lender.

F. An index of defined terms in this Agreement appears on Schedule I
hereto.

NOW, THEREFORE, in consideration of the foregoing and the mutual conditions
and agreements contained herein, the parties agree as follows:

ARTICLE I
The Loan

1.1. Disbursements.

1.1.1. Term Loan.

(a) Subject to the terms and conditions hereof, each Lender agrees to make
a term loan (collectively, the "Term Loan") on the Closing Date (as defined
below) to Borrowers in the amount of the applicable Lender's Term Loan
Commitment (as defined below). Each such Term Loan shall be evidenced by a
promissory note in the form of Exhibit 1.1.1(a) hereto (each, a "Term Note" and,
collectively, the "Term Notes"), and all Borrowers shall jointly execute and
deliver each Term Note to the applicable Lender. Each Term Note shall represent
the obligation of Borrowers to pay each Lender's Term Loan Commitment, together
with interest thereon. The aggregate principal amount of the Term Loan advanced
to Borrowers shall be the primary obligation of Borrowers jointly and severally.
"Closing Date" means the date of disbursement of the Term Loan.

(b) "Term Loan Commitment" means (a) as to any Lender, the commitment of
such Lender to make its Pro Rata Share (as defined in subsection 8.1.1 below) of
the Term Loan, as set forth on Exhibit 1.1.1(b) hereto, and (b) as to all
Lenders, the aggregate commitment of all Lenders to make the Term Loan, which
aggregate commitment shall be One Hundred Twenty-Five Million Dollars
($125,000,000.00) on the Closing Date. After advancing the Term Loan, each
reference to a Lender's Term Loan Commitment shall refer to that Lender's Pro
Rata Share of the outstanding Term Loan.

(c) Each payment of principal with respect to the Term Loan shall be paid
to Agent for the benefit of each Lender, ratably in proportion to each Lender's
respective Term Loan Commitment.

1.1.2. Revolving Loan.

(a) Subject to the terms and conditions hereof, each Lender agrees to make
available to Borrowers on the Closing Date and from time to time during the
Borrowing Period (as defined below) advances (each, a "Revolving Credit
Advance") in an amount not to exceed such Lender's Revolving Loan Commitment (as
defined below). Borrowers shall execute and deliver to each Lender a promissory
note to evidence the Revolving Loan Commitment of that Lender. Each promissory
note shall be in the principal amount of the Revolving Loan Commitment of the
applicable Lender, and in the form of Exhibit 1.1.2(a) hereto (each, a
"Revolving Note" and, collectively, the "Revolving Notes"). Each Revolving Note
shall represent the obligation of Borrowers to pay the amount of the applicable
Lender's Revolving Loan Commitment, together with interest thereon. The
aggregate principal amount of the Revolving Loan advanced to Borrowers shall be
the primary obligation of Borrowers jointly and severally.

(b) "Revolving Loan Commitment" means (a) as to any Lender, the aggregate
commitment of such Lender to make Revolving Credit Advances, as set forth on
Exhibit 1.1.2(b) hereto and (b) as to all Lenders, the aggregate commitment of
all Lenders to make Revolving Credit Advances, which aggregate commitment shall
be One Hundred Million Dollars ($100,000,000.00) (such aggregate commitment is
also referred to as the "Revolving Loan") on the Closing Date.

(c) During the two (2) year period commencing on the Closing Date (the
"Borrowing Period"), and so long as no (i) Event of Default of any nature, (ii)
Potential Default (as defined in Section 7.1 below), or (iii) default under any
of the covenants set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 of the Guaranty,
shall have occurred and be continuing, Borrowers shall have the right to borrow
an amount up to the full amount of the Revolving Loan on a revolving basis,
subject to the terms and conditions set forth below; provided, Lenders are not
obligated to make Revolving Credit Advances at any time which would exceed the
then Borrowing Availability (as defined in subsection 1.1.2(e) below). The
Revolving Loan may be repaid by Borrowers in full or in part at any time, and
any amounts repaid by Borrowers may be reborrowed, subject to the terms of this
subsection 1.1.2. After the Borrowing Period, Borrowers may not borrow or
reborrow additional amounts under this subsection 1.1.2. The proceeds of the
Revolving Loan may be used by Borrowers for general working capital purposes of
Guarantor and its Affiliates, to repay debt or letters of credit or to pay
shareholder dividends. Any other proposed uses, including without limitation,
acquisitions of properties, are subject to Agent's prior written consent, which
shall not be unreasonably withheld or delayed.

(d) Borrowers shall provide Agent with a written draw request at least two
(2) Business Days prior to the proposed draw date. Each draw request shall be
irrevocable and shall state the proposed draw date and the amount of the draw
(which shall not be less than $500,000). During the Borrowing Period, Borrowers
may borrow funds under the Revolving Loan at any time and from time to time.
Borrowers shall pay Agent, for the benefit of Lenders in accordance with their
respective Pro Rata Share of the Revolving Loan Commitments, a quarterly non-use
fee equal to three-eighths percent (0.375%) (per annum, based upon a 360-day
year) of the portion of the Revolving Loan that would then be available to be
borrowed or reborrowed (so long as no (i) Event of Default of any nature, (ii)
Potential Default, or (iii) default under any of the covenants set forth in
Section 6.1, 6.2, 6.3, 6.4 or 6.5 of the Guaranty, shall have occurred and be
continuing), calculated on a daily basis. Such non-use fee shall be payable in
arrears, due on the fifteenth (15th) day of each calendar quarter, and computed
based upon the excess, if any, of the Revolving Loan Commitment over the daily
actual aggregate balance of the Revolving Loan and Swing Line Loan (as defined
in subsection 1.1.3(a) below) outstanding during such prior calendar quarter.

(e) Agent is authorized to, and at its sole election may, charge to the
Revolving Loan balance on behalf of Borrowers and cause to be paid all Costs (as
defined in Section 9.1 below) and interest and principal, other than principal
of the Revolving Loan, owing by Borrowers under this Agreement or any of the
other Loan Documents if and to the extent Borrowers have failed to pay any such
amounts as and when due, including after any applicable grace periods, up to the
amount of Borrowing Availability (as defined below) at such time. At Agent's
option and to the extent permitted by law, any charges so made shall constitute
part of the Revolving Loan hereunder. "Borrowing Availability" means the
aggregate Revolving Loan Commitment of all Lenders, less the sum of the
aggregate balance of the Revolving Loan and the Swing Line Loan then outstanding
and less the outstanding amount of Letter of Credit Obligations (as defined in
Exhibit B hereto).

(f) Notwithstanding anything to the contrary contained in this subsection
1.1.2, unless and until all of the industrial revenue bonds and similar
financial instruments referenced on Exhibit 3.4 hereto (collectively, the
"IRBs") have been paid in full or defeased and any mortgages, deeds of trust or
other documents securing any of the IRBs which constitute a lien against any of
the Projects (or portions thereof) have been released (and reasonably
satisfactory evidence thereof has been provided to Agent), Agent shall have the
right to hold back from the Revolving Credit Advances which Lenders otherwise
have agreed to make hereunder an amount equal to the then aggregate outstanding
balance of all IRBs not so paid or defeased (or as to which there exists a lien
against any Project or portion thereof). Any amounts so held back shall still be
subject to the non-use fee described in subsection 1.1.2(d) above.
Notwithstanding the foregoing, so long as there is no Event of Default then
continuing under any of the Loan Documents, Borrowers shall have the right to
obtain a Revolving Credit Advance for the purpose of repaying or defeasing the
outstanding balance of all or any of the IRBs. Furthermore, there will be no
hold back from the Revolving Credit Advances for the outstanding balances of the
IRBs related to SunBridge Care and Rehab of Salem, West Virginia and SunBridge
Pine Lodge Care and Rehab, Berkley, West Virginia, as the same are secured by
letters of credit and not otherwise subject to any liens securing such IRBs.

(g) Notwithstanding anything to the contrary contained in this subsection
1.1.2, unless and until Borrowers have completed all of the matters set forth on
Schedule II to the Environmental Indemnity with respect to the Project known as
Nodaway Nursing Home located in Maryville, Missouri (and reasonably satisfactory
evidence thereof has been provided to Agent), Agent shall have the right to hold
back from the Revolving Credit Advances which Lenders otherwise have agreed to
make hereunder an amount equal to One Hundred Thousand Dollars ($100,000.00).
Any amounts so held back shall still be subject to the non-use fee described in
subsection 1.1.2(d) above.

1.1.3. Swing Line Facility.

(a) Agent shall notify the Swing Line Lender (as defined below) upon
Agent's receipt of any notice of a requested Revolving Credit Advance. Subject
to the terms and conditions hereof, the Swing Line Lender may, in its
discretion, make available from time to time during the Borrowing Period
advances (each, a "Swing Line Advance") in accordance with any such notice. The
provisions of this subsection 1.1.3(a) shall not relieve Lenders of their
obligations to make Revolving Credit Advances under subsection 1.1.2 above;
provided, that if the Swing Line Lender makes a Swing Line Advance pursuant to
any such notice, such Swing Line Advance shall be in lieu of any Revolving
Credit Advance that otherwise may be made by Lenders pursuant to such notice.
Borrowers shall execute and deliver to the Swing Line Lender a promissory note
to evidence the Swing Line Commitment. Each promissory note shall be in the
principal amount of the Swing Line Commitment of the Swing Line Lender, and in
the form of Exhibit 1.1.3(a) hereto (each, a "Swing Line Note" and,
collectively, the "Swing Line Notes"). Each Swing Line Note shall represent the
obligation of Borrowers to pay the amount of the Swing Line Commitment or, if
less, the aggregate unpaid principal amount of all Swing Line Advances made to
Borrowers, together with interest thereon. "Swing Line Lender" shall mean GECC.
"Swing Line Loan" means the aggregate amount of Swing Line Advances outstanding
to Borrowers at any time.

(b) The aggregate amount of Swing Line Advances outstanding shall not
exceed at any time the lesser of (i) the Swing Line Commitment and (ii) the
Revolving Loan Commitment less the outstanding balance of the Revolving Loan at
such time and less the then outstanding amount of all Letter of Credit
Obligations ("Swing Line Availability"). During the Borrowing Period, Borrowers
may from time to time borrow, repay and reborrow in accordance with this
subsection 1.1.3. Each Swing Line Advance shall be made pursuant to a written
request in accordance with subsection 1.1.2(d). Unless the Swing Line Lender has
received at least one Business Day's prior written notice from Requisite Lenders
instructing it not to make a Swing Line Advance, the Swing Line Lender shall be
entitled to fund that Swing Line Advance, and to have each Lender make Revolving
Credit Advances in accordance with subsection 1.1.3(c) below or purchase
participating interests in accordance with subsection 1.1.3(d) below. The
aggregate outstanding principal amount of any Swing Line Loan shall be paid by
converting such Swing Line Loan to a Revolving Loan. "Swing Line Commitment"
means the commitment of the Swing Line Lender to make Swing Line Advances as set
forth on Exhibit 1.1.3(b) hereto, which commitment constitutes a sub-facility of
the Revolving Loan Commitment of the Swing Line Lender.

(c) The Swing Line Lender, at any time and from time to time in its sole
and absolute discretion, may on behalf of Borrowers (and Borrowers hereby
irrevocably authorize the Swing Line Lender to so act on their behalf) request
each Lender (including the Swing Line Lender) to make a Revolving Credit Advance
to Borrowers in an amount equal to that Lender's Pro Rata Share of the principal
amount of the Borrower's Swing Line Loan (the "Refunded Swing Line Loan")
outstanding on the date such notice is given. Unless an event described in
subsection 7.1(d) below has occurred and is continuing (in which event the
procedures of subsection 1.1.3(d) below shall apply) and regardless of whether
the conditions precedent set forth in this Agreement to the making of a
Revolving Credit Advance are then satisfied, each Lender shall disburse directly
to Agent its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing
Line Lender prior to 2:00 p.m. (New York time) in immediately available funds on
the Business Day next succeeding the date that notice is given. The proceeds of
those Revolving Credit Advances shall be immediately paid to the Swing Line
Lender and applied to repay the Refunded Swing Line Loan of Borrowers.

(d) If, prior to refunding a Swing Line Loan with a Revolving Credit
Advance, an event described in subsection 7.1(d) below has occurred and is
continuing, then, subject to the provisions of subsection 1.1.3(e) below, each
Lender shall, on the date such Revolving Credit Advance was to have been made
for the benefit of Borrowers, purchase from the Swing Line Lender an undivided
participation interest in the Swing Line Loan to Borrowers in an amount equal to
its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall
promptly transfer to the Swing Line Lender, in immediately available funds, the
amount of its participation interest.

(e) Each Lender's obligation to make Revolving Credit Advances in
accordance with subsection 1.1.3(c) above and to purchase participation
interests in accordance with subsection 1.1.3(d) above shall be absolute and
unconditional and shall not be affected by any circumstance, including (i) any
setoff, counterclaim, recoupment, defense or other right that such Lender may
have against the Swing Line Lender, any Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of any default or Event of
Default; (iii) any inability of any Borrower to satisfy the conditions precedent
to borrowing set forth in this Agreement at any time; or (iv) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing. If any Lender does not make available to Agent or the Swing Line
Lender, as applicable, the amount required pursuant to subsections 1.1.3(c) or
(d) above, as the case may be, the Swing Line Lender shall be entitled to
recover such amount on demand from such Lender, together with interest thereon
for each day from the date of non-payment until such amount is paid in full at
the Federal Funds Rate for the first two (2) Business Days and at the Interest
Rate thereafter.

1.1.4. Reliance on Notices. Agent shall be entitled to rely upon, and shall
be fully protected in relying upon, any notice of a requested Revolving Credit
Advance reasonably believed by Agent to be genuine. Agent may assume that each
Person executing and delivering any notice in accordance herewith was duly
authorized, unless the responsible individual acting thereon for Agent has
actual knowledge to the contrary. Each Borrower hereby designates Guarantor as
its exclusive representative ("Borrower Representative") and agent on its behalf
for the purposes of issuing notices of requests for Revolving Credit Advances,
giving instructions with respect to the disbursement of the proceeds of the
Loan, giving and receiving all other notices and consents hereunder or under any
of the other Loan Documents and taking all other actions (including in respect
of compliance with covenants) on behalf of Borrowers under the Loan Documents.
The individuals described in Section 4.33 below, as well as any other
individuals designated from time to time in a written notice from Guarantor to
Agent, are the only authorized persons who may act on behalf of Borrower
Representative. Agent and each Lender may regard any notice or other
communication pursuant to any Loan Document from the individuals designated by
Borrower Representative as a notice or communication from all Borrowers, and may
give any notice or communication required or permitted to be given to any
Borrower hereunder to Borrower Representative on behalf of such Borrower. Each
Borrower agrees that each notice, election, representation and warranty,
covenant, agreement and undertaking made on its behalf by Borrower
Representative shall be deemed for all purposes to have been made by such
Borrower and shall be binding upon and enforceable against such Borrower to the
same extent as if the same had been made directly by such Borrower.

1.1.5. Receipt of Payments. Borrowers shall make each payment described in
this Agreement not later than 11:00 a.m. (New York time) on the day when due in
immediately available funds. All payments shall be deemed received on the
Business Day on which immediately available funds therefor are received by Agent
at or prior to 11:00 a.m. New York time, in the manner for payment set forth in
the Notes. Payments received after 11:00 a.m. New York time on any Business Day
or on a day that is not a Business Day shall be deemed to have been received on
the following Business Day.

1.1.6. Lenders' Obligations Are Several, Not Joint. Notwithstanding any
other provision of this Article I to the contrary, each Lender's agreement to
make disbursements of the Loan under this Agreement shall be several, and not
joint, and in the amount of their respective Pro Rata Share of the amount of
such disbursement.

1.1.7. Notes. The Term Notes, the Revolving Notes and the Swing Line Notes,
together with any and all amendments thereto and substitutions therefor are
hereinafter collectively referred to as the "Notes". The terms and provisions of
the Notes are hereby incorporated herein by reference in this Agreement. In the
event of an assignment under Section 8.1 below, each Borrower shall, upon
surrender of the assigning Lender's Notes, issue new Notes to reflect the
interests of the assigning Lender and the Person to which interests are to be
assigned.

1.2. Loan Term.

1.2.1. Maturity Date. Both the Term Loan and the Revolving Loan shall
mature on June 22, 2007 or such earlier date upon which the Loan becomes due and
payable in full, whether at maturity, prepayment acceleration or otherwise (the
"Maturity Date"). The "Term" of the Loan shall commence on the Closing Date and
end on the Maturity Date, as it may be extended as provided below.

1.2.2. Extension Option. Borrowers may extend the Maturity Date for a
period of twelve (12) months immediately following the Maturity Date; provided,
that: (a) Borrowers have given Agent written notice (the "Extension Notice") of
such extension not less than forty-five (45) days nor more than one hundred
twenty (120) days prior to the Maturity Date; (b) Borrowers have paid or caused
to be paid to Agent concurrently with giving the Extension Notice an extension
fee equal to three-quarters percent (0.75%) of the outstanding principal balance
of the Loan as of the date of the Extension Notice, which extension fee shall be
non-refundable unless the proposed extension is not approved by Agent for any
reason; (c) no Event of Default under any of the Loan Documents exists as of the
date of the Extension Notice or as of the Maturity Date; (d) there has not been
a monetary Event of Default under any of the Loan Documents at any time; (e)
there has not been a non-monetary Event of Default under any of the Loan
Documents at any time which remained uncured for more than ninety (90) days; (f)
as of May 31, 2007, the Project Yield for the prior twelve (12) months is not
less than 25.0%; (g) as of May 31, 2007, the Debt Coverage Ratio for the prior
twelve (12) months exceeds 2.00 to 1.00; (h) rent payments for the prior twelve
(12) months from the Leases (as defined in Section 3.7 below) and debt service
payments for the prior twelve (12) months from Omega Mortgagors (as defined in
subsection 5.7.2 below) under the Omega Loan Documents are not less than eighty
percent (80%) of the underwritten rent payments and debt service payments (but
only with respect to loans evidenced by the Omega Loan Documents which have not
been repaid); (i) all tenants under the Leases are current with respect to their
payment obligations then due and payable under the Leases, including any
applicable grace periods for payment thereof; (j) all Omega Mortgagors are
current with respect to their payment obligations then due and payable under the
Omega Loan Documents, including any applicable grace periods for payment
thereof; and (k) the maturity date of the Public Debt (as defined in the
Guaranty) (or any other indebtedness, the proceeds of which are used to repay
the Public Debt) has been extended to not earlier than September 30, 2008.

"Debt Coverage Ratio" means the ratio, as reasonably determined by Agent,
of (i) Adjusted Net Operating Income from the Projects for a particular period,
to (ii) payments of interest and principal due on the Loan for the same period
less any payments received pursuant to the Interest Rate Agreement (as defined
in Section 3.12 below).

"Project Yield" for any period means the quotient, as reasonably calculated
by Agent, of (x) the Adjusted Net Operating Income from the Projects for a
particular period, divided by (y) the sum of the then current outstanding
principal balance of the Loan plus any Borrowing Availability (if during the
Borrowing Period), plus all accrued but unpaid interest thereon, plus the
outstanding amount of the Letter of Credit Obligations.

"Adjusted Net Operating Income" means net income from the operations of the
tenants under the Leases and the Omega Mortgagors at the Projects (on a Project
by Project basis) over the previous twelve (12) month period, calculated in
accordance with generally accepted accounting principles consistent with the
standards utilized by Agent in connection with its underwriting of this Loan,
excluding interest, taxes, depreciation, amortization, rent and management fees,
adjusted for a five percent (5%) management fee and a $400 per bed per annum
replacement reserve, adjusted (upward or downward) by Agent in a reasonably
consistent manner to take into account any definitive federal or state changes
in applicable Medicare and Medicaid reimbursement rates. Any Project with a
negative Adjusted Net Operating Income will be excluded for purposes of this
calculation. Adjusted Net Operating Income will be reasonably estimated by
Agent. Borrowers shall use commercially reasonable efforts to provide Agent with
financial information with respect to the operations of the tenants under the
Leases and Omega Mortgagors, as applicable, enforcing applicable provisions of
Leases and the Omega Loan Documents requiring the delivery of such financial
information to Borrowers.

1.3. Interest Rate. Borrowers shall pay interest on the outstanding
principal balance of the Loan at a floating rate per annum equal to the Base
Rate plus three and three-quarters percent (3.75%) (the aggregate rate is
referred to as the "Interest Rate"). "Base Rate" shall mean the rate published
each day in The Wall Street Journal for notes maturing one (1) month after
issuance under the caption "Money Rates, London Interbank Offered Rates
(LIBOR)". The Interest Rate for each calendar month shall be fixed based upon
the Base Rate published prior to and in effect on the first (1st) Business Day
of such month; provided, however, the Interest Rate from and including the
Closing Date through June 30, 2003 shall be fixed based upon the Base Rate in
effect on the Business Day immediately preceding the Closing Date. Interest
shall be calculated based on a 360 day year and charged for the actual number of
days elapsed. Notwithstanding anything to the contrary contained herein, in no
event shall the Interest Rate at any time be less than six percent (6.00%) per
annum.

1.4. Payments.

1.4.1. Interest. Borrowers shall make interest payments monthly in arrears
on the first (1st) day of each month commencing on August 1, 2003 computed on
the outstanding principal balance of the Loan at the Interest Rate.

1.4.2. Principal. Commencing on August 1, 2003, and on the first day of
each month thereafter until the Maturity Date, Borrowers shall make monthly
principal amortization payments on the Term Loan in accordance with the
principal amortization schedule set forth on Exhibit 1.4.2 hereof.

1.5. Intentionally Omitted.

1.6. Prepayments of Term Loan. Borrowers may not prepay any of the
outstanding principal balance of the Term Loan prior to June 22, 2004. If
Borrowers do prepay any of the outstanding principal balance of the Term Loan
(whether at maturity, acceleration or otherwise) prior to June 22, 2004,
Borrowers shall concurrently with each such prepayment pay to Agent for the
benefit of Lenders an exit fee which shall be calculated and assessed on a pro
rata basis, based on the ratio of the amount of the Term Loan actually prepaid
prior to June 22, 2004 to the total Term Loan Commitment, multiplied by
$4,500,000; in addition, Borrowers shall pay the amount of interest which (in
Agent's reasonable estimation) would have accrued on the Term Loan from and
after the date of the partial or complete prepayment through June 22, 2004. If
Borrowers shall prepay the Term Loan on or after June 22, 2004 but prior to June
22, 2005 (whether a full or partial prepayment), then Borrowers shall
concurrently with each such prepayment, pay to Agent for the benefit of Lenders,
an exit fee which shall be calculated and assessed on a pro rata basis, based on
the ratio of the amount actually prepaid during said period to the total Term
Loan Commitment, multiplied by $4,500,000. Thereafter, Borrowers may prepay the
outstanding principal balance of the Term Loan in full or in part at any time;
provided, Borrowers give Agent at least thirty (30) days prior written notice.
The Revolving Loan is not subject to any exit fee or other prepayment fee under
this Section 1.6. Any exit fee specified in this Section 1.6 is hereinafter
referred to as an "Exit Fee".

1.7. Change of Control. Notwithstanding anything to the contrary contained
in Section 1.6 above, if a Change of Control (as defined below) occurs, Agent
may, but shall not be obligated to, accelerate the Loan, in which event
Borrowers shall be obligated to repay the entire outstanding principal balance
of the Loan in full and, if the Change of Control occurs prior to June 22, 2005,
pay the Exit Fee due pursuant to Section 1.6 above. So long as Borrowers give
Agent at least forty-five (45) days written notice prior to any such Change of
Control (a "Change of Control Notice"), then Agent shall give Borrowers at least
one hundred twenty (120) days written notice prior to any such acceleration,
which notice from Agent may be given at any time after Agent's receipt of the
Borrowers' Change of Control Notice.

"Change of Control" means either (i) Guarantor ceases to be a corporation
whose common stock is publicly traded; (ii) any Person and its affiliates own in
the aggregate greater than fifty percent (50%) of the common stock of Guarantor
(other than Explorer Holdings, L.P. or a Qualified Investor (as defined below);
provided, that in the case of a Qualified Investor, such Qualified Investor
executes and delivers to Agent a guaranty of the Loan in substantially the form
of the Guaranty and otherwise reasonably acceptable to Agent, together with such
opinions of counsel and other documents as Agent may reasonably request with
respect to such guaranty); or (iii) Guarantor merges or consolidates with any
Person other than a Qualified Investor.

"Qualified Investor" means a real estate investment trust or other
institutional real estate investor, in either case which has (a) a tangible net
worth equal to or greater than Guarantor's then tangible net worth, in each case
as reasonably determined by Agent based upon such Person's and Guarantor's most
recent consolidated balance sheets prepared in accordance with generally
accepted accounting principles and consistent with the manner in which Agent has
underwritten Guarantor's tangible net worth in entering into this Agreement, and
(b) substantial experience owning Health Care Facilities, including skilled
nursing facilities. Notwithstanding the foregoing to the contrary, if (x)
Guarantor merges or consolidates with a Person which is not a Qualified Investor
and Guarantor is the surviving entity, or (y) a Person and its affiliates (other
than Explorer Holdings, L.P. or a Qualified Investor) own, in aggregate, greater
than fifty percent (50%) of the outstanding common stock of Guarantor, then in
either case it shall not constitute a Change of Control if (1) the people listed
in clauses (a) and (b) of Section 4.33 below continue in their respective
positions of management of Guarantor as described in clauses (a) and (b) of
Section 4.33 until the Maturity Date; provided, however, the failure of any such
individual to continue in their position of management due to death or
disability shall not result in a Change of Control, and (2) if clause (y) is
applicable, said Person executes and delivers to Agent a guaranty of the Loan in
substantially the form of the Guaranty and otherwise reasonably acceptable to
Agent, together with such opinions of counsel and other documents as Agent may
reasonably request with respect to such guaranty.

1.8. Letters of Credit. Subject to and in accordance with the terms and
conditions contained herein and in Exhibit B hereto, Borrowers shall have the
right to request, and Lenders agree to incur, or purchase participations in,
Letter of Credit Obligations of Borrowers. Borrowers shall pay to Agent, for the
benefit of Lenders, the Letter of Credit Fees as described in Exhibit B hereto.

ARTICLE II
Security

2.1. Collateral. The Loan and all other Indebtedness and obligations under
the Loan Documents shall be secured by real and personal property which is
subject to a security interest or lien granted in this Agreement or in any of
the following Loan Documents (collectively, the "Collateral"): (a) the
Mortgages, (b) the Leasehold Mortgages, (c) the Assignments of Loan Documents,
(d) the Assignments of Leases, if any, and (e) the Pledge; as well as any other
collateral or security described in this Agreement or in the other Loan
Documents or required by Agent or Lenders in connection with the Loan.

2.2. Substitution of Properties. During the Term of the Loan, Borrowers may
notify Agent in writing that Borrowers desire to pledge one or more new
properties as Collateral for the Loan in substitution for one or more of the
Properties. So long as no Event of Default shall be continuing (unless such
Event of Default shall be cured by the substitution of Properties as permitted
by this Section 2.2), Agent shall approve such request provided that the
following conditions are satisfied in Agent's reasonable discretion: (a) Agent
shall have determined that each Property to be replaced has a negative Adjusted
Net Operating Income for at least the most recent two (2) consecutive calendar
quarters, (b) Agent shall have approved each new property proposed to be
pledged, (c) Borrowers shall have executed and delivered such documents as Agent
shall require in order to evidence that such new property has been added as
Collateral for the Loan, including, without limitation, a Mortgage with respect
to each new property, an amendment to the Loan Documents executed by all
Borrowers and Guarantor confirming that each new property has been added as a
Property, and opinions of counsel to Borrowers and Guarantor in forms reasonably
satisfactory to Agent, (d) Borrowers shall have delivered to Agent a Title
Policy, Survey, appraisal, environmental report and any other documents or
reports requested by Agent with respect to each new property, (e) Borrowers
shall have paid all reasonable Costs (defined in Section 9.1 below) incurred by
Agent and/or Lenders in connection with such substitution, and (f) the aggregate
net rental payments due under the Leases with respect to the new properties (or
if applicable, the aggregate debt service due under the Omega Loan Documents
with respect to such new properties) are, in Agent's reasonable determination,
at least eighty percent (80%) of the aggregate net rental payments due under the
Leases (or if applicable, the aggregate debt service due under the Omega Loan
Documents) with respect to the Properties to be replaced. In no event shall
Borrowers have the right to substitute more than ten (10) Properties in the
aggregate during the Term of the Loan, including pursuant to clause (Z) in the
last grammatical paragraph of Section 7.1 below; provided, that the foregoing
shall not otherwise limit the number of Properties that can be added as
Collateral pursuant to Section 2.3 below or clause (Y) in the last grammatical
paragraph of Section 7.1 below. Following any substitution of Properties
pursuant to this Section 2.2, Agent shall provide written notice thereof to each
of the Lenders.

2.3. Optional Additional Collateral. During the Term of the Loan, Borrowers
may notify Agent in writing that Borrowers desire to pledge one or more
additional properties as Collateral for the Loan. So long as no Event of Default
shall be continuing (unless such Event of Default shall be cured by the
activities described in this Section 2.3), Agent shall approve such request
provided that the following conditions are satisfied in Agent's reasonable
discretion: (a) Agent shall have approved each new property proposed to be
pledged, (b) Borrowers shall have executed and delivered such documents as Agent
shall require in order to evidence that such new property has been added as
Collateral for the Loan, including, without limitation, a Mortgage with respect
to each new property, an amendment to the Loan Documents executed by all
Borrowers and Guarantor confirming that each new property has been added as a
Property, and opinions of counsel to Borrowers and Guarantor in forms reasonably
satisfactory to Agent, (c) Borrowers shall have delivered to Agent a Title
Policy, Survey, appraisal, environmental report and any other documents or
reports requested by Agent with respect to each additional property, and (d)
Borrowers shall have paid all reasonable Costs incurred by Agent and/or Lenders
in connection with such addition.

2.4. Omega Mortgaged Properties. During the Term of the Loan, if any
indebtedness with respect to any of the Omega Loan Documents is repaid by an
Omega Mortgagor, Borrowers shall notify Agent thereof in writing prior to such
repayment and Borrowers shall, within two (2) Business Days of receipt thereof,
deliver all proceeds of such repayment to Agent, which proceeds shall be used by
Agent towards the repayment of the Term Loan. If applicable, in connection with
any such prepayment, Borrowers shall pay Agent a portion of the Exit Fee as set
forth in Section 1.6 above.

2.5. Payments Pursuant to Leases. During the Term of the Loan, if any
Borrower receives any payment pursuant to a Lease with respect to any Omega
Leased Property, whether as a result of a casualty or condemnation with respect
to such Property or otherwise, or if any Borrower receives proceeds of any
collateral or applies any reserves or deposits held by a Borrower or Guarantor
as security for the obligations of a tenant under a Lease, Borrowers shall
provide prompt written notice thereof to Agent and, subject to the terms and
conditions of the SNDAs, Borrowers shall, within two (2) Business Days of
receipt thereof, deliver such payment, proceeds, reserves or deposits to Agent,
which shall be used by Agent towards the repayment of the Term Loan. If
applicable, in connection with any such prepayment, Borrowers shall pay Agent a
portion of the Exit Fee as set forth in Section 1.6 above.

ARTICLE III
Conditions Precedent

Lenders' obligation to disburse the Loan is subject to satisfaction of all
of the following conditions:

3.1. Loan Documents. Agent shall have received the following Loan
Documents, all in form and substance satisfactory to Agent:

(a) this Agreement;

(b) the Notes;

(c) the Mortgages;

(d) the Leasehold Mortgages;

(e) an Assignment of Leases and Rents with respect to each Property (the
"Assignments of Leases"), if required by Agent;

(f) the Assignments of Loan Documents, together with all documents which
Borrowers are required to deliver pursuant thereto, including without
limitation, estoppel certificates from each Omega Mortgagor in a form approved
by Agent;

(g) such Uniform Commercial Code ("UCC") financing statements as Agent may
require;

(h) a Guaranty (the "Guaranty"), executed by Omega Healthcare Investors,
Inc., a Maryland corporation ("Guarantor");

(i) a Hazardous Materials Indemnity Agreement ("Environmental Indemnity"),
executed by Borrowers and Guarantor;

(j) an Ownership Pledge, Assignment and Security Agreement (the "Pledge"),
executed by Guarantor pursuant to which Guarantor pledges to Agent, for the
benefit of Lenders, all of the stock and membership interests of Borrowers;

(k) a collateral assignment of the Interest Rate Agreement (as defined in
Section 3.12 below), executed by Guarantor and Merrill Lynch Derivative Products
AG ("Merrill");

(l) a Subordination, Non-Disturbance and Attornment Agreement (including
estoppel provisions and/or separate estoppel agreements), executed by the
tenants under each Lease in a form reasonably acceptable to Agent with respect
to each Lease (collectively, the "SNDAs");

(m) a guarantor estoppel certificate executed by the guarantor under each
guaranty of any Lease (the "Lease Guaranties") with respect to each Lease (the
"Guarantor Estoppels");

(n) a recognition and estoppel agreement or similar agreement as required
by Agent executed by each ground lessor and ground sublessor with respect to
each Ground Leased Property (collectively, the "Ground Lease Estoppels") and
such subordination, non-disturbance and attornment agreements from ground
lessors (as to ground subleases) and from mortgagees of the fee interest (or if
applicable in the case of any ground subleased Property, the ground sublessor's
interest) in any Ground Leased Property as Agent may require;

(o) a Lockbox Account Agreement with respect to the Lockbox (as defined in
subsection 5.7.1 below) executed by Borrowers, Agent and Lockbox Bank (as
defined in subsection 5.7.1 below);

(p) a Bank Agency Agreement with respect to the Deposit Account (as defined
in subsection 5.7.5 below), executed by Borrowers, Agent and Bank One;

(q) a collateral assignment of any collateral and documents related to the
Advocat Note (as defined in Section 3.14 below) executed by Borrowers;

(r) a collateral assignment of any collateral and documents related to the
Essex Note (as defined in Section 3.15 below) executed by Borrowers;

(s) a collateral assignment of the Lease Collateral (as defined in Section
3.16 below) executed by Borrowers and Guarantor; and

(t) an agreement with all title insurance companies providing reinsurance
with respect to the Title Policies, allowing Agent, Lenders and Borrowers direct
access to any reinsurance proceeds with respect to the Title Policies.

3.2. Intentionally Omitted.

3.3. Appraisal. Agent shall obtain an appraisal report for each Project, in
form and content reasonably acceptable to Agent, prepared by an independent MAI
appraiser in accordance with the Financial Institutions Reform, Recovery and
Enforcement Act ("FIRREA") and the regulations promulgated pursuant to FIRREA.

3.4. Title Policies and Endorsements. Agent shall have received final
marked title commitments for title insurance at the Closing (collectively, the
"Title Commitments" and individually a "Title Commitment") with respect to each
Project issued by Stewart Title Guaranty Company. On the Closing Date, Agent
shall have received a title insurance policy for each Project (collectively, the
"Title Policies" and individually, a "Title Policy"), reasonably acceptable to
Agent, insuring that, except as otherwise disclosed on Exhibit 3.4 hereto, (a)
the lien of each Mortgage is a valid first lien on the respective Owned
Property; (b) the lien of each Leasehold Mortgage is a valid first lien on the
respective Borrower's leasehold interest in the respective Ground Leased
Property; and (c) the lien of each mortgage on an Omega Mortgaged Property, as
assigned to Agent, is a valid first lien on such Omega Mortgaged Property; in
each case subject only to exceptions to title approved by Agent. The Title
Policies shall also contain any reinsurance and endorsements reasonably required
by Agent including, without limitation, creditors' rights, access, survey, tax
parcel, environmental, zoning 3.1 with parking, variable rate, usury, last
dollar, first loss, revolving loan, tie-in and extended coverage endorsements
(Comprehensive Form 1), to the extent available. If a zoning endorsement can not
be issued in a particular state, Borrowers shall deliver to Agent prior to the
Closing Date a zoning letter from the applicable government authority where each
Project in such state is located, which letter shall confirm that there are no
zoning violations with respect to such Project and otherwise be in form and
substance reasonably acceptable to Agent. Borrowers shall also have the right to
receive their own title commitments and title policies with respect to each
Project at the Closing.

3.5. Surveys. Agent shall have received and approved an existing survey of
each Project, prepared by a registered land surveyor in accordance with the
American Land Title Association/ American Congress on Surveying and Mapping
Standards (collectively, the "Surveys"). Each surveyor shall certify that the
Property is not in a flood hazard area as identified by the Secretary of Housing
and Urban Development. Each Survey shall be sufficient for the title insurer to
remove the general survey exception with respect to that Property.

3.6. Environmental Report. Agent shall have received a Phase I
environmental audit of each Project. Each audit shall be acceptable to Agent in
its sole discretion.

3.7. Leases. All leases, master leases, subleases, licenses and other
agreements with regard to the occupancy of each of the Omega Leased Properties
to which any Borrower is a party (other than as a lessee) (collectively,
"Leases") and all Lease Guaranties shall be in form and substance acceptable to
Agent. Agent has approved those Leases set forth on Exhibit 3.7 hereto, which is
a true, correct and complete list of all Leases. The tenants thereunder shall
execute and deliver to Agent prior to the Closing or prior to the execution
thereof by any Borrower, as applicable, SNDAs in forms reasonably acceptable to
Agent.

3.8. Insurance. Borrowers shall have provided Agent with and Agent shall
have approved copies of certificates evidencing the insurance policies required
to be maintained by Borrowers, tenants under the Leases and the Omega
Mortgagors, which certificates are attached as Exhibit 3.8 hereto.

3.9. Compliance with Laws. Borrowers shall have provided Agent with copies
of all current operating licenses maintained by the Health Care Facilities
located at each Project.

3.10. Intentionally Omitted.

3.11. Audit Requirement. Agent shall have determined that the aggregate
annualized Adjusted Net Operating Income of the Projects is at least
$47,500,000.

3.12. Interest Rate Cap Agreement. Borrowers shall have delivered to Agent
a copy of the International Swap Dealers Association, Inc. Master Agreement,
dated as of September 10, 2002, and the Confirmation dated September 11, 2002
and amended September 16, 2002, each executed by Guarantor and Merrill, in form
and substance reasonably acceptable to Agent (collectively, the "Interest Rate
Agreement").

3.13. Letter From Guarantor's CPA. Guarantor shall have delivered to Agent
a letter from Guarantor to such independent certified public accountant
authorizing such accountant to communicate directly with Agent in matters
relating to the financial statements delivered in connection with obtaining the
Loan or pursuant to this Agreement.

3.14. Assignment of Advocat Note. Borrowers shall have caused Guarantor to
deliver to Agent the original Subordinated Note executed by Advocat, Inc. in
favor of Guarantor, dated November 8, 2000, in the original principal amount of
$1,700,000 (the "Advocat Note") and Borrowers shall have caused Guarantor to
execute and deliver to Agent an Allonge to the Advocat Note. Borrowers shall
have caused Guarantor to execute and deliver to Agent a security agreement or
other collateral assignment document requested by Agent in order to pledge as
Collateral for the Loan the Advocat Note and any collateral given by Advocat,
Inc. in connection therewith. Notwithstanding the foregoing, Guarantor shall
have the right, in its sole discretion, to amend, modify, extend or cancel the
Advocat Note, without Agent's consent, provided that (a) any new or additional
collateral received by Guarantor in connection with the Advocat Note or any
modification thereof shall be delivered and pledged to Agent as additional
Collateral for the Loan pursuant to documents acceptable to Agent, and (b) any
funds received by a Borrower, Guarantor or any Affiliate of a Borrower or
Guarantor from the full or partial repayment of the Advocat Note or such other
collateral given by Advocat, Inc. shall be immediately transferred to Agent and
may be used by Agent towards the repayment of the Term Loan, without incurring
any Exit Fee under Section 1.6 above.

3.15. Assignment of Essex Note. Borrowers shall have caused Guarantor to
deliver to Agent the original Second Working Capital Replacement Note executed
by Essex Healthcare Corporation in favor of Guarantor, dated as of October 31,
2002, in the original principal amount of $3,000,000 (the "Essex Note") and
Borrowers shall have caused Guarantor to execute and deliver to Agent an Allonge
to the Essex Note. Borrowers shall have caused Guarantor to execute and deliver
to Agent a security agreement or other collateral assignment document requested
by Agent in order to pledge as Collateral for the Loan the Essex Note and any
collateral given to secure the Essex Note. Notwithstanding the foregoing,
Guarantor shall have the right, in its sole discretion, to amend, modify, extend
or cancel the Essex Note, without Agent's consent, provided that (a) any new or
additional collateral received by Guarantor in connection with the Essex Note or
any modification thereof shall be delivered and pledged to Agent as additional
Collateral for the Loan pursuant to documents acceptable to Agent, and (b)
during the continuance of any Event of Default under any of the Loan Documents,
any funds received by a Borrower, Guarantor or any Affiliate of a Borrower or
Guarantor from the full or partial repayment of the Essex Note or proceeds of
the collateral given to secure the Essex Note shall be immediately transferred
to Agent and may be used by Agent towards the repayment of the Term Loan, or at
Agent's option, any other Indebtedness, without incurring any Exit Fee under
Section 1.6 above.

3.16. Lease Collateral. In connection with each of the Leases, and the
sublease of any such Leases, Borrowers shall have granted a security interest to
Agent in, and shall have delivered to Agent to the extent required or shall have
maintained in the Deposit Accounts with Bank One, all collateral for the
obligations of such tenants and subtenants, including, without limitation, all
security deposits and letters of credit (collectively, the "Lease Collateral").
A true and complete description of such Lease Collateral with respect to each
Lease is set forth on Exhibit 3.7 hereto.

3.17. Additional Items. Agent shall have received such other items as Agent
may reasonably require.

ARTICLE IV
Representations and Warranties

As an inducement to Lenders to disburse the Loan, each Borrower hereby
represents and warrants to Lenders and Agent as follows, which representations
and warranties shall be true as of the date hereof and shall remain true
throughout the Term of the Loan:

4.1. Borrower Existence. Each Borrower is a limited liability company
(each, an "LLC Borrower") or corporation (each, a "Corporate Borrower") duly
formed or organized, validly existing and in good standing under the laws of its
state of formation and the state or states in which its respective Properties
are located. The principal place of business of each Borrower is at 9690 Deereco
Road, Suite 100, Timonium, Maryland 21093. The Loan Documents have each been
duly authorized, executed and delivered and each constitutes the duly
authorized, legally valid and binding obligation of each Borrower, in accordance
with their respective terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or other similar
laws, now or hereafter in effect, relating to or affecting the enforcement of
creditors' rights generally and except that the remedy of specific performance
and other equitable remedies are subject to judicial discretion.

4.2. Intentionally Omitted.

4.3. Borrower's Organizational Documents.

4.3.1. LLC Borrowers. A true and complete copy of the operating agreement
creating each LLC Borrower and any and all amendments thereto (collectively, the
"Operating Agreement") have been furnished to Agent. The Operating Agreement
constitutes the entire agreement among the members of the LLC Borrowers and is
binding upon and enforceable against each of the members in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or other similar laws, now or hereafter
in effect, relating to or affecting the enforcement of creditors' rights
generally and except that the remedy of specific performance and other equitable
remedies are subject to judicial discretion. There are no other agreements, oral
or written, among any of the members relating to each LLC Borrower. No default
exists under the Operating Agreement and no condition exists which, with the
giving of notice or the passage of time or both, would constitute a default
under the Operating Agreement.

4.3.2. Corporate Borrowers. A true and complete copy of the articles of
incorporation and by-laws of each Corporate Borrower and all other material
documents creating and governing such Corporate Borrower (collectively, the
"Borrower Incorporation Documents") have been furnished to Agent. There are no
other agreements, oral or written, among any of the shareholders of each
Corporate Borrower relating to such Corporate Borrower. The Borrower
Incorporation Documents were duly executed and delivered, are in full force and
effect, and binding upon and enforceable in accordance with their terms, except
as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or other similar laws, now or hereafter in effect,
relating to or affecting the enforcement of creditors' rights generally and
except that the remedy of specific performance and other equitable remedies are
subject to judicial discretion. No breach exists under the Borrower
Incorporation Documents and no act has occurred and no condition exists which,
with the giving of notice or the passage of time or both, would constitute a
breach under the Borrower Incorporation Documents.

4.4. Intentionally Omitted.

4.5. Other Agreements. No Borrower is in default (with due notice or lapse
of time or both) under any contract, agreement or commitment to which it is a
party, except for any default which would not reasonably be expected to have a
material adverse effect on (a) the business, operations or financial condition
of Borrowers or the Projects, taken as a whole, or (b) the ability of Borrowers
or Guarantor to perform their respective obligations under the Loan Documents (a
"Material Adverse Effect"). The execution, delivery and compliance with the
terms and provisions of this Agreement and the other Loan Documents will not (i)
to each Borrower's knowledge, violate the provisions of any applicable law,
regulation, order or other decree of any court or governmental entity, or (ii)
conflict or be inconsistent with, or result in any default (with due notice or
lapse of time or both) under, any contract, agreement or commitment to which any
Borrower is bound, except for any conflict, inconsistency or default which would
not reasonably be expected to have a Material Adverse Effect. Each Borrower has
delivered to Agent copies of any material agreements (including leases) between
such Borrower and any Affiliate related in any way to the use and operation of
any Project.

4.6. Properties. Good and marketable fee simple title to each Owned
Property is owned by the applicable Borrower listed on Exhibit A hereto free and
clear of all liens, claims, encumbrances, covenants, conditions and
restrictions, security interests and claims of others, except only such
exceptions or matters as have been approved in writing by Agent or as set forth
in a Title Commitment or a Title Policy. A good and marketable leasehold estate
in each Ground Leased Property is owned by the applicable Borrower listed on
Exhibit A hereto free and clear of all liens, claims, encumbrances, covenants,
conditions and restrictions, security interests and claims of others, except
only such exceptions or matters as have been approved in writing by Agent or as
set forth in a Title Commitment or a Title Policy. A first mortgage lien on each
Omega Mortgaged Property is held by the applicable Borrower listed on Exhibit A
hereto free and clear of all liens, claims, encumbrances, covenants, conditions
and restrictions, security interests and claims of others, except only such
exceptions or matters as have been approved in writing by Agent or as set forth
in a Title Commitment or a Title Policy. Borrowers may in good faith, by
appropriate proceeding, contest the validity or amount of any asserted lien and,
pending such contest, Borrowers shall not be deemed to be in default hereunder;
provided, that if the amount of such lien or liens exceeds the sum of $125,000
at any Project or $1,000,000 for all Borrowers in the aggregate, then Borrowers
shall first obtain an endorsement, in form and substance reasonably satisfactory
to Agent, to the Title Policy insuring over such lien, or Borrowers shall
deposit with Agent a bond or other security reasonably satisfactory to Agent in
the amount of 150% of the amount of such lien to assure payment of the same as
and when due, which bond or amount (to the extent not used to pay such lien and
related costs) shall be returned promptly to Borrowers upon payment or other
termination of the lien.

To each Borrower's knowledge, each Project is in compliance in all material
respects with all zoning requirements, building codes, subdivision improvement
agreements, and all covenants, conditions and restrictions of record. To each
Borrower's knowledge, the zoning and subdivision approval of each Project and
the right and ability to, use or operate the Improvements are not in any way
dependent on or related to any real estate other than the applicable Property.
To each Borrower's knowledge, there are no, nor are there any alleged or
asserted, material violations of any applicable laws, regulations, ordinances,
codes, permits, licenses, declarations, covenants, conditions, or restrictions
of record, or other agreements relating to any Project, or any part thereof,
except as expressly set forth in a Title Commitment or a Title Policy. To each
Borrower's knowledge, there have been no improvements constructed on or material
modifications to any Property since the date of the Survey for such Property
delivered to Agent.

4.7. Property Access. To each Borrower's knowledge, each Property is accessible
through fully improved and dedicated roads accepted for maintenance and public
use by the public authority having jurisdiction, except as described on the
Survey for such Property delivered to Agent.

4.8. Utilities. To each Borrower's knowledge, all utility services
necessary and sufficient for the use or operation of each Project are available
including water, storm, sanitary sewer, gas, electric and telephone facilities,
except as described on the Survey for such Property delivered to Agent.

4.9. Flood Hazards/Wetlands. Except as set forth on Exhibit 4.9 hereto, or
explicitly set forth on the Survey for such Property delivered to Agent, no
Property is situated in an area designated as having special flood hazards as
defined by the Flood Disaster Protection Act of 1973, as amended, or as a
wetlands by any governmental entity having jurisdiction over the Property.

4.10. Taxes/Assessments. There are no unpaid or outstanding real estate or
other taxes, assessments, impositions or other charges or obligations on or
against any Project or any part thereof, except general real estate taxes not
yet due or payable and except for any such matters which are insured over on a
Title Commitment or Title Policy at Closing (collectively, "Charges"). Copies of
the current general real estate tax bills with respect to each Project have been
delivered to Agent. Said bills cover the entire applicable Project and do not
cover or apply to any other property. To each Borrower's knowledge, there is no
pending or contemplated action pursuant to which any special assessment may be
levied against any portion of the Project. Borrowers shall have the right to
contest, in good faith by appropriate proceedings, the amount or validity of any
Charges, so long as: (a) Borrowers have given prior written notice to Agent of
Borrowers' intent to so contest or object to any such Charges; (b) such contest
stays the enforcement or collection of the Charges or any lien created; and (c)
if the amount of such Charges exceeds the sum of $250,000, then Borrowers shall
have obtained an endorsement, in form and substance reasonably satisfactory to
Agent, to the Title Policy insuring over any such Charges, or Borrowers shall
have deposited with Agent a bond or other security reasonably satisfactory to
Agent in the amount of 125% of the amount of such Charges to assure payment of
the same as and when due, which bond or amount (to the extent not used to pay
such Charges and related costs) shall be promptly returned to Borrowers upon
payment or other termination of the Charges.

4.11. Eminent Domain. There is no eminent domain or condemnation proceeding
pending or, to each Borrower's knowledge threatened, relating to any Project.

4.12. Litigation. Except as set forth on Exhibit 4.12 hereto, there is no
litigation, arbitration or other proceeding or governmental investigation
pending or, to each Borrower's knowledge, threatened against or relating to (a)
(i) any Borrower or any Borrower's ownership of any of its property, assets or
business, including any Project or (ii) to each Borrower's knowledge, the
operation and management of any Project, except in each case for any matters
which the insurance company of any tenant or Omega Mortgagor has agreed to
defend and indemnify Borrowers against, or (b) Guarantor or any of its property,
assets or business, which in each case or in the aggregate with others, if
decided adversely would reasonably be expected to have a Material Adverse
Effect.

4.13. Accuracy. Neither this Agreement nor any document, financial
statement, credit information, certificate or statement furnished to Agent by
Borrowers or Guarantor contains any materially untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading as of the date such statement was
made; provided, however, that any representation in respect of any furnished
document, financial statement or information that was received by Borrowers from
any third party in respect of any Project or any of the Health Care Facilities
is limited in all respects to each Borrower's knowledge.

4.14. Foreign Ownership. No Borrower is or will be, and no legal or
beneficial interest of an Affiliate of any Borrower is or will be held, directly
or indirectly, by a "foreign corporation", "foreign partnership", "foreign
trust", "foreign estate", "foreign person", "affiliate" of a "foreign person" or
a "United States intermediary" of a "foreign person" within the meaning of
Sections 897 and 1445 of the Internal Revenue Code of 1986, as amended ("IRC"),
the Foreign Investments in Real Property Tax Act of 1980, the International
Foreign Investment Survey Act of 1976, the Agricultural Foreign Investment
Disclosure Act of 1978, or the regulations promulgated pursuant to such Acts set
forth above in this Section 4.14 or any amendments to such Acts.

4.15. Solvency. No Borrower is insolvent and there has been no: (a)
assignment made for the benefit of the creditors of any Borrower; (b)
appointment of a receiver for any Borrower or for the property of any Borrower;
or (c) bankruptcy, reorganization, or liquidation proceeding instituted by or
against any Borrower.

4.16. Financial Statement/No Change. Each Borrower has heretofore delivered
to Agent copies of the most current financial statements of each Project. To
each Borrower's knowledge, said financial statements were prepared on a basis
consistent with that of preceding years, and all of such financial statements
present fairly in all material respects the financial condition of said Project
as of the respective dates in question and the results of operations for the
respective periods indicated. To each Borrower's knowledge, since the dates of
such statements, there has been no material adverse change in the business or
financial condition of any Project. Neither Borrowers nor Guarantor has any
material contingent liabilities not provided for or disclosed in any financial
statements delivered to Agent. There has been no material adverse change since
March 31, 2003 in the structure, business operations, credit, prospects or
financial condition of any Borrower or any Project.

4.17. Single Asset Entity. No Borrower: (a) holds, directly or indirectly,
any ownership interest (legal or equitable) in any real or personal property
other than the interest which it owns in its respective Projects; (b) is a
shareholder or partner or member of any other entity; or (c) conducts any
business other than the ownership, lease or asset management of its respective
Projects. Each Borrower maintains a separate bank account, and no funds are
commingled therein except funds related to such Borrower's Properties.

4.18. No Broker. No brokerage commission or finder's fee is owing to any
broker or finder arising out of any actions or activity of Borrowers in
connection with the Loan.

4.19. Employees. No Borrower has any employees and no Borrower shall have
any employees until after the date on which the entire principal balance of the
Loan and all interest thereon and all other sums due pursuant to the Loan
Documents have been repaid in full.

4.20. Security Deposits. No Borrower has collected or received any security
deposit from any tenant or resident of the Project, except as described on
Exhibit 4.20 hereto.

4.21. HIPAA Compliance. Neither Borrowers nor Guarantor is a "covered
entity" within the meaning of HIPAA (as defined below), To the extent that and
for so long as any Borrower or Guarantor becomes a "covered entity" within the
meaning of HIPAA, each Borrower (a) will promptly undertake all necessary
surveys, audits, inventories, reviews, analyses and/or assessments (including
any necessary risk assessments) of all areas of its business and operations
required by HIPAA and/or that could be materially adversely affected by the
failure of each Borrower or Guarantor, as applicable, to be HIPAA Compliant (as
defined below); (b) will promptly develop a detailed plan and time line for
becoming HIPAA Compliant (a "HIPAA Compliance Plan"); and (c) will implement
those provisions of such HIPAA Compliance Plan in all material respects
necessary to ensure that each Borrower or Guarantor, as applicable, is or
becomes HIPAA Compliant. For purposes hereof, "HIPAA Compliant" shall mean that
each Borrower or Guarantor, as applicable, (x) will be in compliance in all
material respects with each of the applicable requirements of the so-called
"Administrative Simplification" provisions of HIPAA on and as of each date that
any part thereof, or any final rule or regulation thereunder, becomes effective
in accordance with its or their terms, as the case may be (each such date, a
"HIPAA Compliance Date") and (y) is not and could not reasonably be expected to
become, as of any date following any such HIPAA Compliance Date, the subject of
any civil or criminal penalty, process, claim, action or proceeding, or any
administrative or other regulatory review, survey, process or proceeding (other
than routine surveys or reviews conducted by any government health plan or other
accreditation entity) that could result in any of the foregoing or that could
reasonably be expected to have a Material Adverse Effect in connection with any
actual or potential violation by any Borrower or Guarantor of the then effective
provisions of HIPAA. "HIPAA" means the Health Insurance Portability and
Accountability Act of 1996, as the same may be amended, modified or supplemented
from time to time, and any successor statute thereto, and any and all rules or
regulations promulgated from time to time thereunder.

4.22. Intentionally Omitted.

4.23. Anti-Terrorism and Anti-Money Laundering Compliance.

4.23.1. Compliance with Anti-Terrorism Laws. Each Borrower is not and shall
not be, and, after making due inquiry, no Person who owns a controlling interest
in or otherwise controls any Borrower is or shall be, (i) listed on the
Specially Designated Nationals and Blocked Persons List (the "SDN List")
maintained by the Office of Foreign Assets Control ("OFAC"), Department of the
Treasury, and/or on any other similar list ("Other Lists" and, collectively with
the SDN List, the "Lists") maintained by the OFAC pursuant to any authorizing
statute, Executive Order or regulation (collectively, "OFAC Laws and
Regulations"); or (ii) a Person (a "Designated Person") either (A) included
within the term "designated national" as defined in the Cuban Assets Control
Regulations, 31 C.F.R. Part 515, or (B) designated under Sections 1(a), 1(b),
1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published
September 25, 2001) or similarly designated under any related enabling
legislation or any other similar Executive Orders (collectively, the "Executive
Orders"). The OFAC Laws and Regulations and the Executive Orders are
collectively referred to in this Amendment as the "Anti-Terrorism Laws". Each
Borrower also shall require, and shall take reasonable measures to ensure
compliance with the requirement, that no Person who owns any other direct
interest in such Borrower is or shall be listed on any of the Lists or is or
shall be a Designated Person. This Section 4.23.1 shall not apply to any Person
to the extent that such Person's interest in any Borrower is through a U.S.
Publicly-Traded Entity. As used in this Agreement, "U.S. Publicly-Traded Entity"
means a Person (other than an individual) whose securities are listed on a
national securities exchange, or quoted on an automated quotation system, in the
United States, or a wholly-owned subsidiary of such a Person.

4.23.2. Compliance by Interest Holders. Each Borrower shall require each
Person that proposes to become a partner, member or shareholder in such Borrower
after the date hereof and that is not a U.S. Publicly-Traded Entity to sign, and
to deliver to such Borrower (and such Borrower shall deliver to Lender), (a) an
Interest Holder Certification and Agreement, in the form of Exhibit 4.23 hereto
("Interest Holder Agreement") and (b) if requested by Agent, each Borrower shall
deliver to Agent a schedule of the name, legal domicile address and (for
entities) place of organization of each holder of a direct or indirect legal or
beneficial interest in such Borrower.

4.23.3. Anti-Terrorism Policies. Each Borrower agrees to adopt and maintain
adequate policies, procedures and controls to ensure that it is in compliance
with all Anti-Terrorism Laws and related government guidance (such policies,
procedures and controls are collectively referred to in this Amendment as
"Borrower Anti-Terrorism Policies"). Each Borrower further agrees to make the
Borrower Anti-Terrorism Policies, and the respective policies, procedures and
controls for Persons who are or are to become partners, members or shareholders
in Borrower (such policies, procedures and controls are collectively referred to
as "Investor Anti-Terrorism Policies"), together with the information collected
thereby concerning Borrower and such partners, members or shareholders (but not
information about indirect members that are not Controlling Persons), available
to Agent and Lenders for review and inspection by Agent and Lenders from time to
time during normal business hours and upon reasonable prior notice, and each
Borrower agrees to deliver copies of the same to Agent and/or Lenders from time
to time upon request. Agent and Lenders will keep the Borrower Anti-Terrorism
Policies and the Investor Anti-Terrorism Policies, and the information collected
thereby, confidential subject to customary exceptions for legal process,
auditors, regulators, or as otherwise reasonably required by Agent and Lenders
for enforcement of its rights and/or in connection with reasonable business us
in the management, administration and disposition of its assets and investments.
Each Borrower consents to the disclosure to U.S. regulators and law enforcement
authorities by Agent and Lenders or any of their respective Affiliates or agents
of such information about any Borrower and the owners of direct and indirect
interests in any Borrower that Agent or Lenders reasonably deems necessary or
appropriate to comply with applicable Anti-Terrorism Laws and Anti-Money
Laundering Laws.

4.23.4. Funds Invested in Borrowers. Each Borrower has taken, and shall
continue to take, reasonable measures appropriate to the circumstances (and in
any event as required by applicable law), with respect to each holder of a
direct or indirect interest in such Borrower, to assure that funds invested by
such holders in such Borrower are derived from legal sources ("Anti-Money
Laundering Measures"). The Anti-Money Laundering Measures have been and shall be
undertaken in accordance with the Bank Secrecy Act, 31 U.S.C. ss.ss. 5311 et
seq. ("BSA"), and all applicable laws, regulations and government guidance on
BSA compliance and on the prevention and detection of money laundering
violations under 18 U.S.C. ss.ss. 1956 and 1957 (collectively with the BSA,
"Anti-Money Laundering Laws").

4.23.5. No Violation of Anti-Money Laundering Laws. To each Borrower's
knowledge neither such Borrower nor any holder of a direct or indirect interest
in such Borrower (a) is under investigation by any governmental authority for,
or has been charged with, or convicted of, money laundering under 18 U.S.C.
ss.ss. 1956 and 1957, drug trafficking, terrorist-related activities or other
money laundering predicate crimes, or any violation of the BSA, (b) has been
assessed civil penalties under any Anti-Money Laundering Laws, or (c) has had
any of its funds seized or forfeited in an action under any Anti-Money
Laundering Laws.

4.23.6. Borrower Compliance with Anti-Money Laundering Laws. Each Borrower
has taken, and agrees that it shall continue to take, reasonable measures
appropriate to the circumstances (in any event as required by applicable law),
to ensure that such Borrower is and shall be in compliance with all current and
future Anti-Money Laundering Laws and applicable laws, regulations and
governmental guidance for the prevention of terrorism, terrorist financing and
drug trafficking.

4.23.7. Notification of Lender; Quarantine Steps. Each Borrower shall
immediately notify Agent if such Borrower obtains actual knowledge that any
holder of a direct or indirect interest in such Borrower, or any director,
manager or officer of any of such holder, (a) has been listed on any of the
Lists, (b) has become a Designated Person, (c) is under investigation by any
governmental authority for, or has been charged with or convicted of, money
laundering drug trafficking, terrorist-related activities or other money
laundering predicate crimes, or any violation of the BSA, (d) has been assessed
civil penalties under any Anti-Money Laundering Laws, or (e) has had funds
seized or forfeited in an action under any Anti-Money Laundering Laws.

4.24. Government Regulations. No Borrower is an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act of
1940. No Borrower is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any other federal or state
statute that restricts or limits its ability to incur Indebtedness or to perform
its obligations hereunder. The making of the Loan by Lenders to Borrowers, the
application of the proceeds thereof and repayment thereof will not violate any
provision of any such statute or any rule, regulation or order issued by the
Securities and Exchange Commission.

4.25. Margin Regulations. No Borrower is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" as such
terms are defined in Regulation U of the Federal Reserve Board as now and from
time to time hereafter in effect (such securities being referred to herein as
"Margin Stock"). No Borrower owns any Margin Stock, and none of the proceeds of
the Loan or other extensions of credit under this Agreement will be used,
directly or indirectly, for the purpose of purchasing or carrying any Margin
Stock, for the purpose of reducing or retiring any indebtedness that was
originally incurred to purchase or carry any Margin Stock or for any other
purpose that might cause the Loan or other extensions of credit under this
Agreement to be considered a "purpose credit" within the meaning of Regulations
T, U or X of the Federal Reserve Board. No Borrower will take or permit to be
taken any action that might cause any Loan Document to violate any regulation of
the Federal Reserve Board.

4.26. Taxes. All tax returns, reports and statements, including information
returns, required by any Governmental Authority to be filed by any Borrower have
been filed with the appropriate Governmental Authority and all charges have been
paid prior to the date on which any fine, penalty, interest or late charge may
be added thereto for nonpayment thereof (or any such fine, penalty, interest,
late charge or loss has been paid). Copies of the current general real estate
tax bills with respect to the Properties have been delivered to Agent. Said
bills cover each respective parcel of the Properties and do not cover or apply
to any other property. There is no pending or to the best of each Borrower's
knowledge, contemplated action pursuant to which any special assessment may be
levied against any of the Properties. Exhibit 4.26 hereto sets forth as of the
Closing Date those taxable years for which any Borrower's tax returns are
currently being audited by the IRS or any other applicable Governmental
Authority, and any assessments or threatened assessments in connection with such
audit, or otherwise currently outstanding. Except as described on Exhibit 4.26
hereto, no Borrower has executed or filed with the IRS or any other Governmental
Authority any agreement or other document extending, or having the effect of
extending, the period for assessment or collection of any taxes.

4.27. ERISA.

4.27.1. Exhibit 4.27 hereto lists (a) all ERISA Affiliates and (b) all
Plans and separately identifies all Pension Plans, including Title IV Plans,
Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare
Plans. Copies of all such listed Plans, together with a copy of the latest
IRS/DOL 5500-series form for each such Plan, have been delivered to Agent.
Except with respect to Multiemployer Plans, each Qualified Plan has been
determined by the IRS to qualify under Section 401 of the IRC, the trusts
created thereunder have been determined to be exempt from tax under the
provisions of Section 501 of the IRC, and to each Borrower's knowledge, nothing
has occurred that would cause the loss of such qualification or tax-exempt
status. Each Plan is in compliance with the applicable provisions of ERISA and
the IRC, including the timely filing of all reports required under the IRC or
ERISA, including the statement required by 29 CFR Section 2520.104-23. Neither
any Borrower nor ERISA Affiliate has failed to make any contribution or pay any
amount due as required by either Section 412 of the IRC or Section 302 of ERISA
or the terms of any such Plan. Neither any Borrower nor ERISA Affiliate has
engaged in a "prohibited transaction," as defined in Section 406 of ERISA and
Section 4975 of the IRC, in connection with any Plan, that would subject any
Borrower to a material tax on prohibited transactions imposed by Section 502(i)
of ERISA or Section 4975 of the IRC.

4.27.2. Except as set forth in Exhibit 4.27 hereto: (a) no Title IV Plan
has any Unfunded Pension Liability; (b) no ERISA Event or event described in
Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is
reasonably expected to occur; (c) there are no pending, or to the knowledge of
any Borrower, threatened claims (other than claims for benefits in the normal
course), sanctions, actions or lawsuits, asserted or instituted against any Plan
or any Person as fiduciary or sponsor of any Plan; (d) no Borrower or ERISA
Affiliate has incurred or reasonably expects to incur any liability as a result
of a complete or partial withdrawal from a Multiemployer Plan; (e) within the
last five (5) years no Title IV Plan of any Borrower or ERISA Affiliate has been
terminated, whether or not in a "standard termination" as that term is used in
Section 4041(b)(1) of ERISA, nor has any Title IV Plan of any Borrower or any
ERISA Affiliate (determined at any time within the last five (5) years) with
Unfunded Pension Liabilities been transferred outside of the "controlled group"
(within the meaning of Section 4001(a)(14) of ERISA) of any Borrower or ERISA
Affiliate (determined at such time); (f) except in the case of any ESOP, stock
or membership interests of all Borrowers and their ERISA Affiliates makes up, in
the aggregate, no more than ten percent (10%) of fair market value of the assets
of any Plan measured on the basis of fair market value as of the latest
valuation date of any Plan; and (g) no liability under any Title IV Plan has
been satisfied with the purchase of a contract from an insurance company that is
not rated AAA by the Standard & Poor's Corporation or an equivalent rating by
another nationally recognized rating agency.

4.28. Intellectual Property. As of the Closing Date, each Borrower owns or
has rights to use all Intellectual Property necessary to continue to conduct its
business as now or heretofore conducted by it or proposed to be conducted by it,
and each Patent, Trademark, Copyright and License necessary to continue to
conduct its business as now heretofore conducted by it or proposed to be
conducted by it is listed, together with application or registration numbers, as
applicable, on Exhibit 4.28 hereto. Each Borrower conducts its business and
affairs without infringement of or interference with any Intellectual Property
of any other Person in any material respect. Except as set forth on Exhibit 4.28
hereto, no Borrower has knowledge of any infringement claim by any other Person
with respect to any Intellectual Property. All capitalized terms used in this
Section 4.28 have the meanings set forth in Exhibit 4.28 hereto.

4.29. Deposit and Other Accounts. Exhibit 4.29 hereto lists all banks and
other financial institutions at which any Borrower maintains deposit or other
accounts as of the Closing Date, and such Exhibit correctly identifies the name,
address and telephone number of each depository, the name in which the account
is held, a description of the purpose of the account, and the complete account
number therefor.

4.30. Compliance with Healthcare Laws. Except as disclosed on Exhibit 4.30
hereto, no Borrower has any knowledge that any Project or any tenant or operator
of any Project is in violation of any applicable statute, law, ordinance, rules
and regulations of any governmental authority with respect to regulatory matters
primarily relating to patient healthcare (including without limitation Section
1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7(b)
(Criminal Penalties Involving Medicare or State Health Care Programs), commonly
referred to as the "Federal Anti-Kickback Statute," and the Social Security Act,
as amended, Section 1877, 42 U.S.C Section 1395nn (Prohibition Against Certain
Referrals), commonly referred to as "Stark Statute"). To each Borrower's
knowledge, tenant or operator of each Project, as applicable, has all licenses,
permits, consents and approvals from or by, and has made all required filings
with, all Governmental Authorities having jurisdiction, to the extent required
for the ownership, lease, management or operation, as applicable, of each
Project as a Health Care Facility. "Governmental Authority" means any nation or
government, any state or other political subdivision thereof, and any agency,
department or other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.

4.31. Certificate of Need. To each Borrower's knowledge, the tenants or
operators of the Projects are the lawful owners of any certificate of need or
other required license for the ownership, lease, management and/or operation of
the Project. To each Borrower's knowledge, in the event that Agent or Lenders
acquire any of the Projects through foreclosure or otherwise, neither the
Borrowers nor Agent or any Lender, nor any purchaser of such Project (through a
foreclosure or otherwise), must obtain a certificate of need from any applicable
state healthcare regulatory authority or agency (other than giving such notice
required under the applicable state law or regulation) prior to applying for and
receiving a license to operate such Project and certification to receive
Medicare and Medicaid payments (and any successor program) for patients having
coverage thereunder, provided that neither the services offered at the Project
nor the number of beds operated would be changed.

4.32. Notes in Connection with Leases. Except for the Advocat Note, there
are no other promissory notes in favor of any Borrower or Guarantor in
connection with any of the Leases.

4.33. Borrower's Knowledge. Any representation and warranty made in this
Agreement which is explicitly limited "to Borrowers' knowledge", "to any
Borrower's knowledge" or "to each Borrower's knowledge" shall mean that such
representation and warranty is made to the actual knowledge (without inquiry) of
any of the following people or their respective successors: (a) C. Taylor
Pickett, Chief Executive Officer of Borrowers and Guarantor, (b) Daniel J.
Booth, Chief Operating Officer of Borrowers and Guarantor, (c) Robert
Stephenson, Chief Financial Officer of Borrowers and Guarantor, or (d) R. Lee
Crabill, Jr., Senior Vice President of Operations of Guarantor.

ARTICLE V
Affirmative Covenants

5.1. Inspection. Subject to the rights of tenants under the Leases set
forth on Exhibit 3.7 hereto and Omega Mortgagors under the Omega Loan Documents
and any future Leases and Omega Loan Documents approved by Agent, Agent and its
authorized agents may enter upon and inspect any Project during normal business
hours upon two (2) Business Days prior notice given orally or in writing to
Borrowers. Agent shall retain one or more independent consultants, at Agent's
sole cost, to periodically (but, as long as no Event of Default is then
continuing and Agent has no good faith basis to be concerned that a breach of
this Agreement or any other Loan Document is continuing at a Project, not more
than once a year) inspect any Project and all documents, drawings, plans, and
consultants' reports relating thereto; provided, however, if an Event of Default
is continuing or if Agent has a good faith reason to believe that a breach of
this Agreement or any other Loan Document is continuing at a Project, then
Borrowers shall pay all of Agent's out of pocket costs and internal costs in
connection with any such inspections.

5.2. Books and Records. Each Borrower shall keep and maintain at all times
at Borrowers' address stated below, or such other place as Agent may approve in
writing, complete books of the accounts and records received by Borrowers from
any tenant and any Omega Mortgagor that reflect the results of the operation of
each Project and relate to the financial statements required to be provided to
Agent pursuant to Section 5.3 below and copies of all written contracts,
correspondence, reports of Agent's independent consultant, if any, and other
documents affecting any Project. Upon two (2) Business Days prior notice given
orally or in writing to Borrowers, Agent and its designated agents shall have
the right to inspect and copy any of the foregoing during normal business hours.

5.3. Financial Statements; Balance Sheets. Each Borrower shall furnish to
Agent and shall cause the Guarantor to furnish to Agent such financial
statements and other financial information in respect of the Projects as Agent
may from time to time reasonably request (and after receipt thereof, Agent shall
deliver copies thereof to each of the Lenders), so long as such financial
statements and other financial information in respect of the Projects is in the
possession of Borrowers or Borrowers have the right to request it from any third
party under the Leases or the Omega Loan Documents. To each Borrower's
knowledge, such Project financial statements and information accurately and
fairly present the results of operations of each Project at the respective dates
and for the respective periods indicated. Without limitation of the foregoing,
each Borrower shall furnish to Agent and shall cause Guarantor to furnish to
Agent the following statements:

5.3.1. Monthly and Annual Operating Statements. Statements of the operation
of each Project (in form substantially similar to those previously furnished to
Agent) as of the last day of each month, to be delivered within fifty (50) days
after the end of each month, and yearly statements of the operation of each
Project, to be delivered within one hundred twenty (120) days after the end of
each fiscal year; in each case, and without limitation of the foregoing, in
sufficient detail for Agent to reasonably determine the Adjusted Net Operating
Income of such Project. Borrowers shall also execute and deliver to Agent each
quarter a compliance certificate in the form of Exhibit 5.3.1 hereto. At Agent's
request, Borrowers shall deliver to Agent (who shall then deliver to the
Lenders) copies of Borrowers' bank statements with respect to the Lockbox and
the Deposit Account.

5.3.2. Annual Balance Sheets and Financial Statements. Annual balance
sheets and financial statements from each Borrower within one hundred twenty
(120) days of the end of each fiscal year which are true and correct in all
material respects, have been prepared in accordance with generally accepted
accounting principles, and fairly present the financial condition of such
Borrower as of the date(s) indicated. As long as Guarantor is a publicly traded
corporation, Borrowers will also provide Agent with copies of Guarantor's
quarterly and annual securities filings within five (5) days after the required
date for such filings under the federal securities laws. However, if Guarantor
ceases to be a publicly traded corporation, Borrowers will provide Agent with
annual balance sheets and financial statements of Guarantor within one hundred
twenty (120) days of the end of each fiscal year which will be true and correct
in all respects, have been prepared in accordance with generally accepted
accounting principles, and will fairly present the financial condition of
Guarantor as of the date(s) indicated. In addition, at Agent's request, such
financial statements of Guarantor shall contain information concerning
Guarantor's other real estate holdings, including property income and expenses,
debt service requirements and occupancy.

5.3.3. Audits. If Borrowers fail to furnish or cause to be furnished
promptly any report required by this Section 5.3, or if Agent reasonably deems
such reports to be unacceptable, Agent may elect (in addition to exercising any
other right and remedy) to conduct an audit of all books and records of
Borrowers and Guarantor which in any way pertain to the Projects and to prepare
the statement or statements which Borrowers failed to procure and deliver. Such
audit shall be made and such statement or statements shall be prepared at
Agent's option, either internally by Agent or by an independent firm of
certified public accountants to be selected by Agent. Borrowers shall pay all
reasonable expenses of the audit and other services, which expenses shall be
immediately due and payable and, if not paid within twenty (20) days after the
receipt of invoices thereof, shall be included as additional Indebtedness
bearing interest thereon at the Default Rate set forth in the Notes until paid.

5.4. Use of Proceeds. Borrowers shall use the proceeds of the Loan for
proper business purposes. No portion of the proceeds of the Loan shall be used
by Borrowers in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T or Regulation X or any other
regulation of the Board of Governors of the Federal Reserve System or to violate
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended.

5.5. Notice of Litigation or Default. Borrowers shall promptly provide
Agent (who shall then deliver to Lenders) with:

(a) written notice of any litigation, arbitration, or other proceeding or
governmental investigation pending or, to any Borrower's or Guarantor's
knowledge, threatened against or relating to any Borrower, Guarantor or any
Project; provided, that with respect to any such litigation, arbitration or
other proceeding relating solely to a monetary claim of less than $50,000,
Borrowers shall not be required to provide notice (written or otherwise) of such
claim in accordance with the terms of this subsection 5.5(a); and

(b) a copy of all notices of default and violations of applicable laws,
regulations, codes, ordinances and the like received by any Borrower or
Guarantor relating to any Borrower, the Collateral or any Project; and

(c) a copy of all notices of default, violations, casualty, condemnation or
any other material matter and a copy of any request for waiver or forbearance
sent to or received (i) from any party under any of the Omega Loan Documents,
Leases or Lease Guaranties (including, without limitation, all reports and
financial statements) or (ii) pursuant to or in connection with the Advocat
Note, Essex Note or any of the collateral which secures the Advocat Note, Essex
Note or the Lease Collateral.

5.6. Affiliate Transactions. Prior to entering into any agreement with an
Affiliate pertaining to the Projects, Borrowers shall deliver to Agent a copy of
such agreement, which shall be satisfactory to Agent in its sole discretion,
except Borrowers need not deliver a copy of any agreement with an Affiliate
entered into in the ordinary course of and pursuant to the reasonable
requirements of the business of Borrowers and upon fair and reasonable terms
which are no less favorable to Borrowers than would be obtained in a comparable
arm's length transaction. Unless otherwise agreed to by Agent in writing, all
such agreements shall provide Agent the right to terminate it upon Agent's or
Lenders' (or their designee's) acquisition of the applicable Project through
foreclosure, a deed-in-lieu of foreclosure, UCC sale or otherwise.

"Affiliate" means with respect to any individual, trust, estate,
partnership, limited liability company, corporation or any other incorporated or
unincorporated organization (each, a "Person"), a Person that directly or
indirectly, through one or more intermediaries, controls or is controlled by or
is under common control with any Borrower or Guarantor; or any officer,
director, partner or shareholder of such Borrower or Guarantor. The term
"control" means possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

5.7. Cash Management System.

5.7.1. Tenant Deposits. Borrowers shall maintain a lockbox (the "Lockbox")
with LaSalle Bank (the "Lockbox Bank"), subject to the terms of this Agreement,
and shall execute with the Lockbox Bank a lockbox agreement in the form of
Exhibit 5.7.1 hereto, and such other documents as Agent may reasonably request
in connection therewith. During the Term, Borrowers shall ensure that all
payments by tenants and guarantors (if applicable) of rent and other sums due
under the Leases and Lease Guaranties shall be made directly into the Lockbox,
and Borrowers shall provide written notice thereof to all tenants and guarantors
under the Leases and Lease Guaranties immediately following the Closing Date.

5.7.2. Omega Mortgagor Deposits. During the Term, Borrowers shall ensure
that all payments of interest, principal and other sums made by mortgagors with
respect to the Omega Mortgaged Properties (collectively, the "Omega Mortgagors")
pursuant to the loan documents in favor of Borrowers in connection therewith
(collectively, the "Omega Loan Documents"), shall be made directly into the
Lockbox described in subsection 5.7.1 above, and Borrowers shall provide written
notice thereof to all Omega Mortgagors immediately following the Closing Date.

5.7.3. Borrower Collections Held in Trust. To the extent that any funds are
not sent directly to the Lockbox as required by this Section 5.7 but are
received by any Borrower, such collections shall be held in trust for the
benefit of Agent and remitted, in the form received, to the Lockbox within two
(2) Business Days after receipt by any Borrower. Each Borrower acknowledges and
agrees that all cash, checks or other items of payment constituting proceeds of
Collateral are part of the Collateral. All proceeds of the sale or other
disposition of any Collateral, shall be deposited directly into the Lockbox.

5.7.4. Collection Account. All funds deposited into the Lockbox shall be
immediately transferred into a collection account (the "Collection Account")
held by Agent, or such other account as may be specified by Agent in writing as
the Collection Account.

5.7.5. Agent Account. Each Borrower shall immediately transfer to an
account with Agent (the "Agent Account") all escrows and reserves (if any) of
any type that have previously been escrowed or deposited with such Borrower
pursuant to any of the Leases or the Omega Loan Documents and, on a monthly
basis not later than three (3) Business Days after receipt by such Borrower, all
future escrows and reserves that are paid, escrowed or deposited with such
Borrower during the Term (other than funds which are required to be deposited
directly into the Lockbox). Without limiting the foregoing, Borrowers shall at
all times have on deposit with Agent, as cash collateral for the Loan and all
amounts payable under the Loan Documents, an amount of cash equal to the
aggregate amount of escrows and reserves which are or may become refundable to
tenants of the Projects from time to time and all escrows and reserves which are
or may become refundable to Omega Mortgagors from time to time. Agent agrees to
allow Borrowers to use such funds solely for the purposes for which they were
deposited, as and when such obligations are due; provided, that after the
occurrence and during the continuation of an Event of Default, Agent may, at its
sole election, but shall not be obligated to, pay such amounts directly to the
party or parties to whom they are due, upon Agent's receipt of evidence
reasonably satisfactory to Agent that such amounts are due; and, provided
further, upon payment in full of the Loan and all other amounts due Agent under
the Loan Documents, Agent shall pay any remaining amounts on deposit with Agent
pursuant to this subsection 5.7.5 to Borrowers. Any security deposits or other
deposits of any type made by tenants under the Leases or Omega Mortgagors under
the Omega Loan Documents and currently held by any Borrower shall be immediately
transferred into Borrowers' account with Bank One (the "Deposit Account"). Any
such deposits received by Borrowers in the future shall be transferred into the
Deposit Account within two (2) Business Days of receipt by Borrowers.

5.7.6. Lien on Accounts. The Lockbox, Collection Account, Agent Account and
Deposit Account shall be cash collateral accounts, with all cash, checks and
other similar items of payment in such accounts securing payment of the Loan and
all other Obligations. Each Borrower hereby grants to Agent, on behalf of itself
and Lenders, a security interest in all checks, instruments, documents and funds
now or hereafter held in the Lockbox, Collection Account, Agent Account or
Deposit Account and each Borrower agrees to execute any documents reasonably
requested by Agent in connection therewith to perfect and maintain Agent's
security interest therein.

5.7.7. Disbursements from Collection Account to Borrowers. If Borrowers
have failed to make any payment under any of the Loan Documents within five (5)
days of the date due, then Agent may apply the funds in the Collection Account
first to any costs, fees or expenses due under the Loan Documents, second to
accrued and current interest payments due under the Loan Documents, third, to
the extent received from a tenant under a Lease or an Omega Mortgagor under an
Omega Loan Document, to payments into real estate tax, insurance or other
escrows due under such Leases and/or Omega Loan Documents, if any, and fourth to
principal payments due under the Loan Documents. So long as there is no uncured
monetary default or any non-monetary Event of Default under any of the Loan
Documents, then after application as set forth above, and subject to subsection
5.7.8 below, Agent shall cause all sums then held in the Collection Account to
be disbursed to Borrowers on a weekly basis.

5.7.8. Sweep of Lockbox and Collection Account By Agent. Notwithstanding
anything to the contrary contained herein, Agent may apply all sums then or in
the future held in the Lockbox or Collection Account towards the outstanding
principal balance of the Loan in the event that any of the following events has
occurred: (a) Borrowers have failed to make any payment when due under any of
the Loan Documents, (b) any of the Sweep Events (defined below) shall have
occurred, (c) Agent has elected to accelerate the Loan after an Event of
Default, (d) the Adjusted Net Operating Income of the Project is less than 69.5%
of the amount underwritten by Agent (as adjusted to take into consideration any
repaid debt under the Omega Loan Documents) (for informational purposes, as of
the Closing Date, 69.5% of the annual Adjusted Net Operating Income of the
Projects as underwritten by Agent is equal to $34,600,000) for two (2)
consecutive calendar quarters, or (e) more than fifty percent (50%) of the
aggregate rent obligations of tenants under the Leases and debt obligations of
the Omega Mortgagors under the Omega Loan Documents have not been paid or are
otherwise abated for more than three (3) consecutive calendar months.

"Sweep Events" shall mean any of the following: (a) Agent has a reasonable
good faith basis to believe that any Borrower or Guarantor has intentionally
made a material misrepresentation or has committed a fraud in connection with
the Loan or any of the Projects; (b) any Borrower or Guarantor knowingly or
intentionally diverts funds from the Lockbox, the Collection Account, the Agent
Account or the Deposit Account, as applicable; (c) the transfer of any interest
in any Borrower or any Borrower's interest in any Property in violation of the
terms of any Loan Document; or (d) the filing by any Borrower or Guarantor, or
the filing against any Borrower or Guarantor by any Borrower or Guarantor, of
any proceeding for relief under any federal or state bankruptcy, insolvency or
receivership laws or any assignment for the benefit of creditors made by any
Borrower or Guarantor.

5.8. Leases. Each Borrower covenants that it shall enforce in a
commercially reasonable manner all of its rights under the Leases and it shall
not take any action, or fail to take any action, which would cause a default by
a Borrower under any of the Leases. In the event that any Borrower receives any
written request for its consent or approval pursuant to any of the Leases, such
Borrower shall promptly deliver a copy of such request (together with any
documentation and information supporting such request) to Agent. If such consent
or approval involves any Material Lease Modification (as defined in subsection
6.1.2 below), then no Borrower shall grant its consent or approval pursuant to
such request unless Agent has also granted its written approval, which approval
shall not be unreasonably withheld or delayed. Each Borrower shall promptly
deliver to Agent copies of any financial statements received by such Borrower in
connection with the Leases, including without limitation, financial statements,
budgets, reports and other financial information of tenants, subtenants and
guarantors. Agent shall have no obligation to notify Borrowers if any rent
payment is late or if a rent payment is made in an amount other than the amount
due under the applicable Lease. Each Borrower shall also deliver to Agent any
letters of credit which have been delivered to such Borrower by any tenant under
any of the Leases, and each Borrower hereby grants to Agent a security interest
in any such letters of credit. All Leases shall be on forms previously approved
by Agent. Borrowers shall not be authorized to enter into any ground lease of
any Property without Agent's prior written approval. If Agent consents to any
Lease or the renewal of any existing Lease, then such Lease shall either be in
the form approved by Agent under Section 3.7 above or substantially similar to
the form of lease attached hereto as Exhibit 6.1.5(b), and at Agent's request,
Borrowers shall cause the tenant thereunder to execute a subordination and
attornment agreement in form and substance reasonably satisfactory to Agent
prior to Borrowers' execution of such Lease or renewal.

5.9. Omega Loan Documents. Each Borrower covenants that it shall enforce in
a commercially reasonable manner all of its rights under the Omega Loan
Documents and it shall not take any action, or fail to take any action, which
would cause a default by a Borrower under any of the Omega Loan Documents. In
the event that any Borrower receives any written request for its consent or
approval pursuant to any of the Omega Loan Documents, such Borrower shall
promptly deliver a copy of such request (together with any documentation and
information supporting such request) to Agent. If such consent or approval
involves any Material Loan Document Modification (as defined in subsection 6.1.3
below), then no Borrower shall grant its consent or approval pursuant to such
request unless Agent has also granted its written approval, which approval shall
not be unreasonably withheld or delayed. Each Borrower shall promptly deliver to
Agent copies of any financial statements received by such Borrower in connection
with the Omega Loan Documents, including, without limitation, financial
statements, budgets, reports and other financial information of Omega
Mortgagors. Agent shall have no obligation to notify Borrowers if any payment is
late or if a payment is made in an amount other than the amount due under the
applicable Omega Loan Document.

5.10. HIPAA Compliance. Each Borrower shall cause the representations and
warranties set forth in Section 4.21 above to remain true and correct in all
material respects at all times.

5.11. Insurance. Borrowers shall maintain and cause the tenants and Omega
Mortgagors to maintain at all times during the Term of the Loan the insurance
policies and coverages indicated on the certificates attached as Exhibit 3.8
hereto, subject to changes in policies and coverages based on the availability
of insurance for similar Health Care Facilities in the market where the Projects
are located, in each case as approved by Agent in its reasonable discretion.

5.12. Ground Lease Matters. For so long as any portion of the Loan shall
remain outstanding or any Obligations remain unsatisfied, Borrowers hereby
covenant, warrant and represent as follows:

(a) Each Ground Lease is and shall be maintained in full force and effect,
unmodified by any writing or otherwise, except such modifications as are
permitted by Agent in its reasonable discretion.

(b) All rent and other charges payable under each Ground Lease have been
and will be paid when due.

(c) To each Borrower's knowledge, there are, as of the date hereof, and
will be no defenses to any Borrower's enforcement of its rights under any Ground
Lease.

(d) As of the date hereof, no Borrower is in default in any material
respect in the performance of any of its obligations under any Ground Lease, and
there are no circumstances that, alone or with the passage of time or the giving
of notice or both, would constitute a default by a Borrower under any Ground
Lease.

(e) To each Borrower's knowledge, as of the date hereof, no lessor under a
Ground Lease (a "Ground Lessor") is in default in the performance of any of its
material obligations under any Ground Lease.

(f) Each Borrower will promptly and faithfully materially observe, perform
and comply with all the terms, covenants and provisions of each Ground Lease, on
its part to be observed, performed and complied with, at the times set forth
therein, and will enforce the material obligations of each Ground Lessor under
its respective Ground Lease.

(g) No Borrower will knowingly do, permit, suffer or refrain from doing
anything, as a result of which, there would be a default or breach of any of the
terms of any Ground Lease in any material respect.

(h) Without Agent's prior written consent, no Borrower will cancel or
surrender any Ground Lease, nor sublet or assign any of its interest under any
Ground Lease.

(i) Each Borrower will give Agent prompt written notice of any default by
anyone under any Ground Lease, and promptly deliver to Agent copies of each
notice of default by anyone under any Ground Lease.

(j) Each Borrower will furnish to Agent such information as Agent may
reasonably request concerning such Borrower's due observance, performance and
compliance with the terms, covenants and provisions of each Ground Lease. If any
default has occurred and is continuing under any Ground Lease, Agent shall have
the right, but not the obligation, to cure such default and all sums paid to
cure any such default shall bear interest at the Default Rate and shall be added
to the Indebtedness.

(k) Fee title to the land and the estate conveyed by each Ground Lease
shall not merge but shall always be kept separate and distinct, notwithstanding
the union of said estates in either a Ground Lessor, any Borrower or a third
party, whether by purchase or otherwise and accordingly: (i) if any Borrower
acquires the fee title or any other estate, title or interest in the land
demised by any Ground Lease, or any part thereof, the lien of any Leasehold
Mortgage shall attach to, cover and be a lien upon such acquired estate, title
or interest; and (ii) each Borrower agrees to execute all instruments and
documents which Agent may reasonably require to ratify, confirm and further
evidence Agent's lien on the acquired estate, title or interest.

(l) Agent shall have no liability or obligation under any Ground Lease by
reason of its acceptance of a Leasehold Mortgage.

5.13. Master Lease Matters. Each Borrower covenants and agrees, subject to
the terms and conditions of the Leases, the SNDAs and applicable law, that if
any Mortgage or Leasehold Mortgage is foreclosed, whether by power of sale or by
court action, or upon a transfer of one or more Properties by conveyance in lieu
of foreclosure (the purchaser at foreclosure or the transferee in lieu of
foreclosure, including Agent if it is the purchaser or transferee, is referred
to as the "New Owner") and Agent is not entitled to or, if applicable, does not
elect to, terminate any Lease with respect to the applicable Property, the
subject Property shall continue to be a Property under the Lease with such New
Owner being added as an additional landlord thereunder on the same terms and
conditions as the Lease except as provided below (each such Lease being referred
to as an "Amended Lease "). With respect to each Amended Lease for which there
is more than one landlord, subject to the terms and conditions of the Leases,
the SNDAs and applicable law, Base Rent (as defined in the Lease) applicable to
each Property thereunder shall be equal to the Base Rent payable under the Lease
immediately prior to the transfer of title times a fraction, the numerator of
which is the Adjusted Net Operating Income of the affected Property and the
denominator of which is the Adjusted Net Operating Income of all Properties
subject to such Lease immediately prior to such transfer of title and being
based on the most recent quarterly financial reporting theretofore received from
the tenant pursuant to such Lease. In the event any Property subject to an
Amended Lease or all Properties then subject to the Lease have a negative
Adjusted Net Operating Income, Base Rent shall be allocated based on the
relative unencumbered fair market value of the applicable Properties as
reasonably determined by Agent.

Notwithstanding the fact that there may be more than one landlord with
respect to an Amended Lease, as long as any Mortgage or Leasehold Mortgage
continues to encumber a Property subject to the applicable Amended Lease,
subject to the terms and conditions of the Leases, the SNDAs and applicable law,
(a) all rent and other sums payable by the tenant under such Amended Lease shall
be paid directly to Agent and Agent shall then distribute to the other landlords
under such Amended Lease their respective proportionate shares of such payments
received by Agent, and (b) all actions and decisions to be taken or made by the
landlord under such Amended Lease shall be taken or made by Agent. After all
Mortgages and Leasehold Mortgages encumbering the Properties subject to the
applicable Amended Lease have been released, (y) rent and other sums payable by
the tenant under such Amended Lease shall be paid as the landlords owning a
majority of the Properties subject to such Amended Lease may agree, and (z) all
actions and decisions to be taken or made by the landlord under such Amended
Lease shall be taken or made as the landlords owning a majority of the
Properties subject to such Amended Lease may agree.

ARTICLE VI
Negative Covenants

6.1. No Amendments.

6.1.1. Organizational Documents. Borrowers shall not amend, modify or
terminate, or permit the amendment, modification or termination of the Operating
Agreement or the Borrower Incorporation Documents without Agent's prior written
consent, which consent shall not be unreasonably withheld or delayed.

6.1.2. Leases. Borrowers may amend or modify or permit the amendment or
modification of any of the Leases or the Lease Guaranties without Agent's prior
written consent, unless such amendment or modification does any of the following
(each a "Material Lease Modification"): (a) changes the rent or any other
monetary obligations under any Lease; (b) changes the term of any Lease; (c)
releases or limits the liability of any guarantor under any Lease or Lease
Guaranty; (d) releases any security deposits or letters of credit or any other
security or collateral under any Lease; (e) consents to the assignment,
delegation or other transfer of rights and obligations under any Lease or Lease
Guaranty; or (f) makes any other material change to the terms and conditions of
any of the Leases or Lease Guaranties or increases in any material respect the
obligations or liabilities of the landlord thereunder. Agent shall not
unreasonably withhold its consent to any requested amendment to a Lease, so long
as such amendment would not cause an Event of Default under subsections 7.1(l),
(m) or (n) below. Borrowers shall not terminate or permit the termination of any
of the Leases or the Lease Guaranties without Agent's prior written consent,
which consent shall not be unreasonably withheld or delayed. If a Lease with any
tenant is restructured in a manner that requires the tenant to be replaced by a
new tenant or is terminated by the tenant or rejected in bankruptcy, then
Borrowers shall identify a proposed new tenant and deliver to Agent a proposed
lease with such new tenant within one hundred twenty (120) days thereafter. So
long as the new tenant is reasonably acceptable to Agent and the new lease
provides for rent payments in each year which are at least eighty percent (80%)
of the rent payments which were due from the tenant being replaced for such
year, then Agent shall not unreasonably withhold or delay its consent to such
proposed new tenant and new lease.

6.1.3. Omega Loan Documents. Borrowers may amend or modify or permit the
amendment or modification of any of the Omega Loan Documents without Agent's
prior written consent, unless such amendment or modification does any of the
following (each a "Material Loan Document Modification"): (a) changes the
principal of or the rate of interest on the loan or any fees or other monetary
obligations under any Omega Loan Document; (b) changes the maturity date or
postpones any date for the payment of principal, interest or fees under any
Omega Loan Document; (c) releases or limits the liability of any Omega Mortgagor
or any guarantor of any obligation under an Omega Loan Document; (d) releases
any security deposits or letters of credit or any other security or collateral
under any Omega Loan Document; (e) consents to the assignment, delegation or
other transfer of rights and obligations under any Omega Loan Document; or (f)
makes any other material change to the terms and conditions of any Omega Loan
Document or increases in any material respect the obligations or liabilities of
the lender or secured party thereunder. Agent shall not unreasonably withhold
its consent to any requested amendment to an Omega Loan Document, so long as
such amendment would not cause an Event of Default under subsections 7.1(l), (m)
or (n) hereof.

6.1.4. Deemed Approval. Within ten (10) Business Days after receiving all
information reasonably necessary in order to evaluate a proposed amendment,
modification or termination of any of the Leases, the Lease Guaranties or the
Omega Loan Documents, if Agent has not either approved such proposal or
disapproved such proposal and provided a reasonably detailed written explanation
for such disapproval, then Agent shall be deemed to have approved such proposal.

6.1.5. Sun Healthcare Lease. In connection with the Lease with Sun
Healthcare (the "Sun Lease"), Borrowers may amend or modify the Sun Lease and
provide new tenants at the Projects covered by the Sun Lease that are listed on
Exhibit 6.1.5(a) hereto, so long as (a) from and after January 1, 2004,
aggregate rent payments under the Sun Lease (as it may have been amended or
modified) and any new lease of any of the Projects which, as of the date hereof,
are the subject of the Sun Lease, are at least sixty-five percent (65%) of the
aggregate rent payments which are listed on Exhibit 6.1.5(a) hereto for the
Projects which, as of the date hereof, are the subject of the Sun Lease; (b) any
new lease with a new tenant at a Project previously covered by the Sun Lease
shall be substantially similar to the lease in the form of Exhibit 6.1.5(b)
hereto; and (c) no Potential Default occurs under subsection 7.1(l), (m) or (n)
below as a result thereof.

6.2. No Additional Indebtedness. No Borrower shall, without Agent's and
Lenders' prior written consent, incur additional indebtedness, except for trade
payables in the ordinary course of business.

6.3. No Commingling Funds. No Borrower shall commingle the funds related to
its respective Projects with funds from any other property.

6.4. Lienable Work. No material excavation, construction, earth work, site
work or any other mechanic's lienable work that costs in excess of $125,000
shall be done to or for the benefit of any Property, without Agent's approval,
which approval shall not be unreasonably withheld or delayed, except for normal
repair and maintenance in the ordinary course of business and except for any
such actions which may be taken by a tenant under the Leases or an Omega
Mortgagor under the Omega Loan Documents without the consent of Borrowers.

6.5. Conversion. Borrowers shall not permit the Projects or any portion
thereof to be converted, and Borrowers shall not take any preliminary actions
which could lead to a conversion, to condominium or cooperative form or
ownership.

6.6. Use of Property. Unless required by applicable law, Borrowers shall
not permit changes in the use of any material part of any Property from a Health
Care Facility. Borrowers shall not initiate or acquiesce in a change in the plat
of subdivision, or zoning classification of any Property without Agent's prior
written consent, which shall not be unreasonably withheld or delayed.

ARTICLE VII
Events of Default; Acceleration of Indebtedness; Remedies

7.1. Events of Default. The occurrence of any one or more of the following
events shall constitute an "Event of Default" under this Agreement:

(a) (i) Failure of Borrowers to pay, within five (5) days of the due date,
any scheduled payment under the Loan Documents (whether such amount is interest,
principal, charge or reserve) or (ii) failure of Borrowers to pay, within the
time period specified in the applicable provision of the Loan Documents, or if
no such time period is specified, then within twenty (20) days after written
notice from Agent to Borrowers, any other payment obligations of Borrowers to
Agent or Lenders under the Loan Documents (items (i) and (ii) are collectively
referred to as the "Indebtedness"); or

(b) Failure of Borrowers to strictly comply with the provisions of Section
4.17 (single asset entity) or Section 6.2 (no additional indebtedness) of this
Agreement; or

(c) Breach of any covenant, representation or warranty other than as set
forth in subsections (a) and (b) above which is not cured within thirty (30)
days after written notice thereof from Agent to Borrowers; provided, however, if
such breach cannot by its nature be cured within thirty (30) days, and Borrowers
diligently pursue the curing thereof (and then in all events cure such failure
within ninety (90) days after the original notice thereof), Borrowers shall not
be in default hereunder; provided, further, that such cure period shall not
apply to the breach of any representation or warranty which, by its nature, is
not curable; or

(d) A petition under any Chapter of Title 11 of the United States Code or
any similar law or regulation is filed by or against any Borrower or Guarantor
(and in the case of an involuntary petition in bankruptcy, such petition is not
discharged within ninety (90) days of its filing), or a custodian, receiver or
trustee for any Project is appointed and such appointment is not vacated within
ninety (90) days of its filing and which thereafter results in a Material
Adverse Effect, or any Borrower or Guarantor makes an assignment for the benefit
of creditors, or any of them are adjudged insolvent by any state or federal
court of competent jurisdiction, or any of them admit their insolvency or
inability to pay their debts as they become due or an attachment or execution is
levied against any Project which is not vacated within ninety (90) days of its
filing and which thereafter results in a Material Adverse Effect; or

(e) The occurrence of (i) an Event of Default, as defined under any other
Loan Document or (ii) if Event of Default is not defined, a default and the
expiration of any grace or cure periods applicable thereto under any other Loan
Document; or

(f) Any Borrower shall default in the payment of any indebtedness (other
than the Indebtedness) or Guarantor or any of its Affiliates shall default in
the payment of any indebtedness in excess of $3,000,000 in the aggregate for
Guarantor, Borrowers and all of their Affiliates, and such default(s) is (are)
declared and is (are) not cured within the time, if any, specified therefor in
any agreement governing the same; or

(g) Any statement, report or certificate prepared by any Borrower or
Guarantor and delivered to Agent or any Lender by any Borrower or Guarantor is
not materially true and complete in all material respects as of the date it was
prepared or delivered; or

(h) There shall occur a Material Adverse Effect; or

(i) Guarantor ceases to own one hundred percent (100%) of the membership
interests of each LLC Borrower and one hundred percent (100%) of the outstanding
stock of each Corporate Borrower, free and clear of all liens and encumbrances;
or

(j) Any material provision of any Loan Document for any reason ceases to be
valid, binding and enforceable in accordance with its terms (or any Borrower or
Guarantor shall challenge the enforceability of any Loan Document or shall
assert in writing, or engage in any action or inaction based on any such
assertion, that any material provision of any of the Loan Documents has ceased
to be or otherwise is not valid, binding and enforceable in accordance with its
terms), or any lien created under any Loan Document ceases to be a valid and
perfected first priority lien (except as otherwise permitted under the Loan
Documents or disclosed on Exhibit 3.4 hereto) in any of the Collateral purported
to be covered thereby, other than as a result of Agent's failure to record
and/or file where and/or when appropriate (based on each Borrower's
representations) the security documents required under the Loan Documents and
any required continuation statements; or

(k) Any event occurs, whether or not insured or insurable, including,
without limitation, the revocation of any license required to operate the Health
Care Facilities at any of the Projects as they were being operated immediately
prior to such revocation, as a result of which revenue-producing activities
cease or are substantially curtailed at any Property or Properties generating in
the aggregate more than ten percent (10%) of Borrowers' consolidated revenues
for the fiscal year preceding such event and such cessation or curtailment
continues for more than thirty (30) days; or

(l) The aggregate annualized rent payments under the Leases plus the
aggregate annualized debt service payments under the Omega Loan Documents
(taking into consideration any repaid debt) for the immediately preceding three
(3) month period (i) is less than eighty percent (80%) of the amount
underwritten by Agent or (ii) is less than 1.75 times an amount equal to the
aggregate payments of interest and principal due on the Loan for the same period
less any payments received pursuant to the Interest Rate Agreement, to be
calculated on a quarterly basis, in each instance, beginning September 30, 2003;
or

(m) The annualized Adjusted Net Operating Income of the Projects (taking
into consideration any repaid debt under the Omega Loan Documents) (i) is not
greater than seventy-seven and two tenths percent (77.2%) of the amount
underwritten by Agent, to be calculated on a quarterly basis over the
immediately preceding twelve (12) month period, or (ii) does not provide an
aggregate Debt Coverage Ratio of at least 1.75 to 1.00, to be calculated on a
quarterly basis over the immediately preceding twelve (12) month period, in each
instance, beginning September 30, 2003; or

(n) More than twenty-five percent (25%) of the aggregate rent obligations
of tenants under the Leases and debt obligations of the Omega Mortgagors under
the Omega Loan Documents have not been paid for more than six (6) consecutive
calendar months.

Notwithstanding the foregoing to the contrary, if any of the events
specified in subsection 7.1(l), (m), or (n) above occurs (a "Potential
Default"), such Potential Default shall not be an Event of Default so long as
(1) Borrowers (or Guarantor on behalf of Borrowers) continue to make all
required debt service payments under the Loan Documents when due, (2) within ten
(10) Business Days of such Potential Default, Borrowers give written notice to
Agent that Borrowers elect to cure such Potential Default, and (3) within ninety
(90) days of such Potential Default, Borrowers have cured such Potential Default
to Agent's reasonable satisfaction by any combination of the following: (W)
meeting or complying with such financial covenant, (X) repaying a portion of the
outstanding principal balance of the Loan, if applicable, together with any Exit
Fee then due, (Y) pledging additional property satisfactory to Agent in its
reasonable discretion as Collateral for the Loan, if applicable, and/or (Z)
pledging additional property satisfactory to Agent in its reasonable discretion
as Collateral for the Loan in substitution for certain Properties which are not
performing satisfactorily in Agent's sole opinion (subject to the terms and
conditions of Section 2.2 above). In determining whether a proposed new Property
will be satisfactory to Agent, Agent may base its decision on, without
limitation, a title commitment, survey, appraisal, environmental report,
financial analysis, and any other factors which Agent uses in its underwriting
process. Without limitation, such proposed new Property must meet or exceed
Agent's underwriting standards used in connection with the initial Properties.
In determining whether a Property may be replaced as Collateral for the Loan,
Agent shall use its reasonable discretion. Borrowers shall promptly execute and
deliver any documents and opinions of counsel requested by Agent in order to
evidence that a new Property has been added as security for the Loan. During the
continuance of any Event of Default any funds in the Lock Box, Collection
Account or Agent Account may be applied by Agent towards the repayment of the
outstanding principal balance of the Loan. Borrower shall pay all reasonable
Costs incurred by Agent and/or Lenders in connection with the cure of a
Potential Default.

7.2. Acceleration; Remedies. Upon the occurrence of an Event of Default and
during the continuance thereof, at the option of Agent or at the direction of
Requisite Lenders, the Indebtedness shall become immediately due and payable
upon written notice to Borrowers and Agent and Lenders shall be entitled to all
of the rights and remedies provided in the Loan Documents or at law or in
equity. Upon the occurrence of an Event of Default and written notice thereof to
Borrowers, Agent may apply all payments and all proceeds of the Collateral in
any manner which Agent elects in connection with the Loan. Each remedy provided
in the Loan Documents is distinct and cumulative to all other rights or remedies
under the Loan Documents or afforded by law or equity, and may be exercised
concurrently, independently, or successively, in any order whatsoever.

ARTICLE VIII
Assignment and Participation

8.1. Assignments and Participations.

8.1.1. Assignments. GECC may from time to time assign, subject to the terms
of an Assignment and Acceptance Agreement in a form prescribed by Agent, its
rights and delegate its obligations under this Agreement and the other Loan
Documents as a Lender to another Person. Subject to Agent's consent (which shall
not be unreasonably withheld), any Lender may assign its rights and delegate its
obligations under this Agreement and other Loan Documents as a Lender pursuant
to an Assignment and Acceptance Agreement in a form prescribed by Agent. Any
Lender so assigning its rights shall pay Agent a fee of $3,500 contemporaneously
with such assignment. In the case of an assignment authorized under this Section
8.1, the assignee shall have, to the extent of such assignment, the same rights,
benefits and obligations as it would if it were an initial Lender hereunder,
subject to the applicable Assignment and Acceptance Agreement. The assigning
Lender shall be relieved of its obligations hereunder with respect to its Pro
Rata Share of the Loan or assigned portion thereof. Borrowers hereby acknowledge
and agree that any assignment will give rise to a direct obligation of Borrowers
to the assignee and that the assignee shall be considered to be a Lender
hereunder. Except as provided in this subsection 8.1.1, and notwithstanding
other provisions of this Agreement or the other Loan Documents which may be to
the contrary, no Lender shall assign or sell participations in this Agreement,
the other Loan Documents or the Loan.

"Pro Rata Share" means, with respect to any Lender, the percentage obtained
by dividing (i) the outstanding principal amount of the Loan funded or required
hereunder to be funded by such Lender, plus such Lender's share of the Letter of
Credit Obligations, by (ii) the outstanding principal amount of the Loan, plus
the amount of all Letter of Credit Obligations, as such percentage may be
adjusted by assignments permitted by this Section 8.1; provided, however, as not
every Lender's proportion of the Term Loan Commitments and the Revolving Loan
Commitments is necessarily the same, when used with respect to the Term Loan or
advances or prepayments thereof or to the sharing of Exit Fees, "Pro Rata Share"
shall mean, with respect to a Lender, the percentage obtained by dividing that
Lender's Term Loan Commitment by the aggregate amount of all Lenders' Term Loan
Commitments; and when used with respect to advances or repayments of the
Revolving Loan and other matters pertaining to the Revolving Loan under
subsection 1.1.2 (including fees for unborrowed availability), subsection 1.1.3
(regarding the Swing Line Loan) and Letter of Credit Obligations and Exhibit B
(including fees pertaining thereto), "Pro Rata Share" shall mean, with respect
to a Lender, the percentage obtained by dividing that Lender's Revolving Loan
Commitment by the aggregate amount of all Lenders' Revolving Loan Commitments.

8.1.2. Recording of Assignments. Agent shall maintain at its office in
Chicago, Illinois a copy of each Assignment and Acceptance Agreement delivered
to it and a register for the recordation of the names and addresses of Lenders,
and the commitments of, and principal amount 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 presumptive evidence of the amounts due and owing to each
Lender in the absence of manifest error. Borrowers, Agent and each Lender 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. The Register
shall be available for inspection by Borrowers and any Lender, at any reasonable
time upon reasonable prior notice.

8.1.3. Acceptance of Assignment by Agent. Subject to subsection 8.1.1, upon
its receipt of a duly completed Assignment and Acceptance Agreement executed by
an assigning Lender and its assignee (together with the Notes subject to such
assignment), Agent shall (1) accept such Assignment and Acceptance Agreement,
(2) record the information contained therein in the Register to reflect such
Assignment and Acceptance Agreement and (3) give prompt notice thereof to
Borrowers and Lenders. Upon request by Agent, Borrowers shall promptly execute
and deliver to Agent Notes evidencing the Indebtedness owed by Borrowers to the
assignee and, if applicable, the assigning Lender, after giving effect to the
assignment. Agent shall cancel the Notes delivered to it by the assigning Lender
and deliver the new Notes to the assignee and, unless the assigning Lender has
assigned all of its interests under this Agreement, the assigning Lender.

8.1.4. Participations. Any Lender may sell (and buy back) participations in
all or any part of its interest in the Loan to (from) another Person. So long as
GECC remains the Agent, GECC shall not, through assignments or participations,
reduce GECC's aggregate investment in the Term Loan and its Revolving Loan
Commitment (including any participations it may have sold) to less than
$25,000,000. All amounts payable by Borrowers hereunder shall be determined as
if a Lender had not sold such participation and the holder of any such
participation shall not be entitled to require Agent to take or omit to take any
action hereunder; provided, however, to the extent required in a participation
agreement delivered to Agent, a participant may be entitled to consent to any
action directly effecting (i) any reduction in the principal amount or interest
rate payable; (ii) any extension of the date fixed for any payment of principal
or interest payable; or (iii) any release of all or substantially all of the
Collateral (except if the sale, disposition or release of such Collateral is
permitted hereunder or under any other Loan Document). Borrowers hereby
acknowledge and agree that any participation will give rise to a direct
obligation of Borrowers to the participant, and the participant shall for
purposes of Sections 8.4 and 9.7 be considered to be a Lender hereunder.

8.1.5. Other Matters. Except as otherwise provided in this Section 8.1, no
Lender shall, as between Borrowers and that Lender, be relieved of any of its
obligations hereunder as a result of any assignment of, or granting of a
participation in, all or any part of the Loans, the Notes, the Indebtedness or
other obligations owed to such Lender. Each Lender may furnish any information
concerning Borrowers and Guarantor in the possession of that Lender from time to
time to assignees and participants (including prospective assignees and
participants). Borrowers agree that they will use their commercially reasonable
efforts to assist and cooperate with Agent and any Lender in any manner
reasonably requested by Agent or such Lender to effect the sale of a
participation or an assignment described above, including without limitation
assistance in the preparation of appropriate disclosure documents or placement
memoranda.

8.2. Agent.

8.2.1. Appointment. Each Lender hereby designates and appoints GECC as its
Agent under this Agreement and the other Loan Documents, and each Lender hereby
irrevocably authorizes Agent to execute and deliver the Loan Documents and to
take such action or to refrain from taking such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such
powers as are set forth herein or therein, together with such other powers as
are reasonably incidental thereto. Agent is authorized and empowered to amend,
modify, or waive any provisions of this Agreement or the other Loan Documents on
behalf of Lenders subject to the requirement that certain of Lenders' consent be
obtained in certain instances as provided in this Section 8.2 and 8.3. The
provisions of this Section 8.2 are solely for the benefit of Agent and Lenders
and neither Borrowers nor any other Person shall have any rights as a third
party beneficiary of any of the provisions hereof. In performing its functions
and duties under this Agreement, Agent shall act solely as agent of Lenders and
does not assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for Borrowers or any other Person. Agent
may perform any of its duties hereunder, or under the Loan Documents, by or
through its agents or employees.

8.2.2. Nature of Duties. The duties of Agent shall be mechanical and
administrative in nature. Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender. Nothing in this Agreement or
any of the Loan Documents, express or implied, is intended to or shall be
construed to impose upon Agent any obligations in respect of this Agreement or
any of the Loan Documents except as expressly set forth herein or therein. Each
Lender shall make its own independent investigation of the financial condition
and affairs of Borrowers, the Projects and Guarantor in connection with the
extension of credit hereunder and shall make its own appraisal of the
creditworthiness of Borrowers and Guarantor and the viability of the Projects,
and Agent shall have no duty or responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other information
with respect thereto (other than as expressly required herein). If Agent seeks
the consent or approval of any Lenders to the taking or refraining from taking
any action hereunder, then Agent shall send notice thereof to each Lender. Agent
shall promptly notify each Lender any time that the Requisite Lenders have
instructed Agent to act or refrain from acting pursuant hereto.

8.2.3. Rights, Exculpation, Etc. Neither Agent nor any of its officers,
directors, employees or agents shall be liable to any Lender for any action
taken or omitted by them hereunder or under any of the Loan Documents, or in
connection herewith or therewith, except that Agent shall be liable to the
extent of its own gross negligence or willful misconduct as determined by a
court of competent jurisdiction. Agent shall not be liable for any apportionment
or distribution of payments made by it in good faith and if any such
apportionment or distribution is subsequently determined to have been made in
error the sole recourse of any Lender to whom payment was due but not made shall
be to recover from other Lenders any payment in excess of the amount to which
they are determined to be entitled (and such other Lenders hereby agree to
return to such Lender any such erroneous payments received by them). In
performing its functions and duties hereunder, Agent shall exercise the same
care which it would in dealing with loans for its own account, but neither Agent
nor any of its agents or representatives shall be responsible to any Lender for
any recitals, statements, representations or warranties herein or for the
execution, effectiveness, genuineness, validity, enforceability, collectibility,
or sufficiency of this Agreement or any of the Loan Documents or the
transactions contemplated thereby, or for the financial condition of any of
Borrowers, Guarantor or Lenders. Agent shall not be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions
or conditions of this Agreement or any of the Loan Documents or the financial
condition of any of Borrowers, Guarantor or Lenders, or the existence or
possible existence of any default hereunder or Event of Default. Agent may at
any time request instructions from Lenders with respect to any actions or
approvals which by the terms of this Agreement or of any of the Loan Documents
Agent is permitted or required to take or to grant, and if such instructions are
promptly requested, Agent shall be absolutely entitled to refrain from taking
any action or to withhold any approval and shall not be under any liability
whatsoever to any Person for refraining from any action or withholding any
approval under any of the Loan Documents until it shall have received such
instructions from Requisite Lenders or all or such other portion of the Lenders
as shall be prescribed by this Agreement. Without limiting the foregoing, no
Lender shall have any right of action whatsoever against Agent as a result of
Agent acting or refraining from acting under this Agreement or any of the other
Loan Documents in accordance with the instructions of Requisite Lenders and,
notwithstanding the instructions of Requisite Lenders, Agent shall have no
obligation to take any action if it believes, in good faith, that such action
exposes Agent to any liability for which it has not received satisfactory
indemnification in accordance with subsection 8.2.5 below.

"Requisite Lenders" means Lenders (other than Defaulting Lenders) having
sixty-six and two-thirds percent (66-2/3%) or more of the outstanding principal
balance of the Loan of all Lenders that are not Defaulting Lenders.

8.2.4. Reliance. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any written or oral notices, statements,
certificates, orders or other documents or any telephone message or other
communication (including any writing, telex, facsimile, telecopy, telegram or
email) believed by it in good faith to be genuine and correct and to have been
signed, sent or made by the proper Person, and with respect to all matters
pertaining to this Agreement or any of the Loan Documents and its duties
hereunder or thereunder. Agent shall be entitled to rely upon the advice of
legal counsel, independent accountants, and other experts selected by Agent in
its sole discretion.

8.2.5. Indemnification. Lenders will reimburse and indemnify Agent for and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including, without limitation,
attorneys' fees and expenses), advances or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against Agent in
any way relating to or arising out of this Agreement or any of the Loan
Documents or any action taken or omitted by Agent under this Agreement or any of
the Loan Documents, in proportion to each Lender's Pro Rata Share, but only to
the extent that any of the foregoing is not reimbursed by Borrowers; provided,
however, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, advances or disbursements to the extent resulting from Agent's gross
negligence or willful misconduct as determined by a court of competent
jurisdiction. If any indemnity furnished to Agent for any purpose shall, in the
opinion of Agent, be insufficient or become impaired, Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against even if so directed by Requisite Lenders until such additional indemnity
is furnished. The obligations of Lenders under this subsection 8.2.5 shall
survive the payment in full of the Indebtedness and the performance in full of
all other obligations of Borrowers or Guarantor to Agent and/or Lenders under
any of the Loan Documents (collectively, the "Obligations") and the termination
of this Agreement.

8.2.6. GECC Individually. With respect to its obligations under the Loan,
GECC shall have and may exercise the same rights and powers hereunder and is
subject to the same obligations and liabilities as and to the extent set forth
herein for any other Lender. The terms "Lenders" (as defined above) or
"Requisite Lenders" or any similar terms shall, unless the context clearly
otherwise indicates, include GECC in its individual capacity as a Lender or one
of the Requisite Lenders. GECC may lend money to, acquire equity or other
ownership interests in, and generally engage in any kind of banking, trust or
other business as if it were not acting as Agent pursuant hereto.

8.2.7. Successor Agent.

(a) Resignation. Agent may resign from the performance of all its agency
functions and duties hereunder at any time by giving at least thirty (30)
Business Days' prior written notice to Borrowers and the Lenders. Such
resignation shall take effect upon the acceptance by a successor Agent of
appointment pursuant to clause (b) below or as otherwise provided below.

(b) Appointment of Successor. Upon any such notice of resignation pursuant
to clause (a) above, Requisite Lenders shall appoint a successor Agent which,
unless an Event of Default by Borrowers or Guarantor has occurred and is
continuing under the Loan Documents, shall be reasonably acceptable to
Borrowers. If a successor Agent shall not have been so appointed within the
thirty (30) Business Day period referred to in clause (a) above, the retiring
Agent, upon written notice to Borrowers, shall then appoint a successor Agent
who shall serve as Agent until such time, if any, as Requisite Lenders appoint a
successor Agent as provided above. A successor Agent shall be either a Lender or
a commercial entity with assets of at least $5 billion and with demonstrated
experience in performing the duties of an agent under similar loan agreements.

(c) Successor Agent. Upon the acceptance of any appointment as Agent under
the Loan Documents by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents. After any retiring Agent's
resignation as Agent, the provisions of this Section 8.2 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent.

(d) Release of Collateral. Lenders hereby irrevocably authorize Agent, at
its option and in its discretion, to release any lien granted to or held by
Agent upon any Collateral (i) upon termination of the Loan and payment and
satisfaction of all Indebtedness and Obligations (other than contingent
indemnification obligations to the extent no claims giving rise thereto have
been asserted); or (ii) constituting property being sold or disposed or if
Borrowers certify to Agent that the sale or disposition is made in compliance
with the provisions of this Agreement (and Agent may rely in good faith
conclusively on any such certificate, without further inquiry).

8.2.8. Collateral Matters.

(a) Confirmation of Authority; Execution of Releases. Without in any manner
limiting Agent's authority to act without any specific or further authorization
or consent by Lenders (as set forth in this subsection 8.2.8(a)), each Lender
agrees to confirm in writing, upon request by Agent or Borrowers, the authority
to release any Collateral conferred upon Agent. Upon receipt by Agent of any
required confirmation from the Requisite Lenders of its authority to release any
particular item or types of Collateral, and upon at least ten (10) Business Days
prior written request by Borrowers, Agent shall (and is hereby irrevocably
authorized by Lenders to) execute such documents as may be necessary to evidence
the release of the liens granted to Agent upon such Collateral; provided,
however, that (i) Agent shall not be required to execute any such document on
terms which, in Agent's opinion, would expose Agent to liability or create any
obligation or entail any consequence other than the release of such liens
without recourse or warranty, and (ii) such release shall not in any manner
discharge, affect or impair the Indebtedness or Obligations or any liens upon
(or obligations of any Lender, in respect of), all interests retained by any
Lender, including (without limitation) the proceeds of any sale, all of which
shall continue to constitute part of the Collateral.

(b) Absence of Duty. Agent shall have no obligation whatsoever to any
Lender or any other Person to assure that the property covered by the Loan
Documents exists or is owned by Borrowers, or is cared for, protected or insured
or has been encumbered or that the liens granted to Agent have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
Agent in this subsection 8.2.8 or in any of the Loan Documents, it being
understood and agreed that in respect of the property covered by the Loan
Documents or any act, omission or event related thereto, Agent may act in any
manner it may deem appropriate, in its discretion, given Agent's own interest in
property covered by the Loan Documents as one of the Lenders and that Agent
shall have no duty or liability whatsoever to any of the other Lenders, provided
that Agent shall exercise the same care which it would in dealing with loans for
its own account.

(c) Agency Provisions Relating to Collateral. (i) The Agent is hereby
authorized on behalf of all Lenders, without the necessity of any notice to or
further consent from any Lender, at any time and from time to time, to take any
actions with respect to any Collateral for the Loan or any Loan Document which
may be necessary to preserve and maintain such Collateral or to perfect and
maintain perfected the liens upon such Collateral granted pursuant to this
Agreement and the other Loan Documents.

(i) Should the Agent commence any proceeding or in any way seek to
enforce the Agent's or the Lenders' rights or remedies under the Loan
Documents, irrespective of whether as a result thereof the Agent shall
acquire title to any Collateral, each Lender, upon demand therefor from
time to time, shall contribute its Pro Rata Share of the reasonable costs
and/or expenses of any such enforcement or acquisition, including, but not
limited to, fees of receivers or trustees, court costs, title company
charges, filing and recording fees, appraiser's fees and fees and expenses
of attorneys to the extent not otherwise reimbursed by Borrowers. Without
limiting the generality of the foregoing, each Lender shall contribute its
Pro Rata Share of all reasonable out of pocket costs and expenses incurred
by the Agent (including reasonable attorneys' fees and expenses but
excluding any administrative fees payable to Agent hereunder) if the Agent
employs counsel for advice or other representation (whether or not any suit
has been or shall be filed) with respect to any Collateral for the Loan or
any part thereof, or any of the Loan Documents, or the attempt to enforce
any security interest or lien on any Collateral, or to enforce any rights
of the Agent or the Lenders or any of Borrowers' or any other party's
obligations under any of the Loan Documents, but not with respect to any
dispute between any Agent and any other Lender(s). It is understood and
agreed that in the event the Agent determines it is necessary to engage
counsel for Lenders from and after the occurrence of a default or an Event
of Default, said counsel shall be selected by the Agent and written notice
of such selection, together with a copy of such counsel's engagement
letter, shall be delivered to the Lenders.

(ii) In the event that all or any portion of the Collateral for the
Loan is acquired by the Agent as the result of the exercise of any remedies
hereunder or under any other Loan Document, or is retained in satisfaction
of all or any part of Borrowers' obligations under the Loan Documents,
title to any such Collateral or any portion thereof shall be held in the
name of one or more of the Agent or a nominee or subsidiary of the Agent,
as agent, for the ratable benefit of the Agent and the Lenders. The Agent
shall prepare a recommended course of action for such Collateral (the
"Post-Default Plan"), which shall be subject to the approval of the
Requisite Lenders. The Agent shall administer the Collateral in accordance
with the Post Default Plan, and upon demand therefor from time to time,
each Lender will contribute its Pro Rata Share of all reasonable out of
pocket costs and expenses incurred by the Agent pursuant to the
Post-Default Plan, including without limitation, any operating losses and
all necessary operating reserves. To the extent there is net operating
income from such Collateral, the Agent shall, in accordance with the
Post-Default Plan, determine the amount and timing of distributions to
Lenders. All such distributions shall be made to Lenders in accordance with
their respective Pro Rata Share. In no event shall the provisions of this
subsection or the Post-Default Plan require any Agent or any Lender to take
an action which would cause such Agent or Lender to be in violation of any
applicable regulatory requirements.

(d) Lender Actions Against Borrowers or the Collateral. Each Lender agrees
that it will not take any action, nor institute any actions or proceedings,
against Borrowers, Guarantor or any other Person hereunder or under any other
Loan Documents with respect to exercising claims against Borrowers or Guarantor
or rights in any Collateral without the consent of the Requisite Lenders. With
respect to any action by the Agent to enforce the rights and remedies of the
Agent and Lenders with respect to the Borrowers or Guarantor or any Collateral
in accordance with the terms of this Agreement, each Lender hereby consents to
the jurisdiction of the court in which such action is maintained.

8.2.9. Agency for Perfection. Agent and each Lender hereby appoint each
other as agent for the purpose of perfecting Agent's security interest in assets
which, in accordance with the UCC in any applicable jurisdiction, can be
perfected only by possession. Should any Lender (other than Agent) obtain
possession of any such assets, such Lender shall notify Agent thereof, and,
promptly upon Agent's request therefor, shall deliver such assets to Agent or in
accordance with Agent's instructions. Each Lender agrees that it will not have
any right individually to enforce or seek to enforce any Loan Document or to
realize upon any collateral security for the Loans unless instructed to do so by
Agent, it being understood and agreed that such rights and remedies may be
exercised only by Agent.

8.2.10. Notice of Default. 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 Agent for the account of Lenders, unless Agent shall have received written
notice from a Lender or Borrowers referring to this Agreement, describing such
default and stating that such notice is a "notice of default". Agent will notify
each Lender of its receipt of any such notice. Agent shall take such action with
respect to such default or Event of Default as may be requested by Requisite
Lenders in accordance with this Article VIII. Unless and until Agent has
received any such request, Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Event of
Default as it shall deem advisable or in the best interests of Lenders.
Notwithstanding the foregoing to the contrary, upon the occurrence of a default
or an Event of Default, Agent may, but absent direction to do so from Requisite
Lenders, Agent shall be under no obligation to, send a notice of such default or
Event of Default to Borrowers and/or Guarantor; provided, if Agent sends such a
notice, it shall send a copy thereof to each Lender.

8.2.11. Employment of Agents and Counsel. The Agent may undertake any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be liable to Lenders,
except as to money or securities received by them or their authorized agents,
for the default or misconduct of any such agents or attorneys-in-fact selected
by it with reasonable care. The Agent shall be entitled to advice of counsel
concerning all matters pertaining to the agency hereby created and its duties
hereunder and under any other Loan Document.

8.2.12. Notice of Agent Consent. If Agent grants its written consent to any
matter requested by Borrowers or Guarantor, Agent shall provide written notice
thereof to the other Lenders.

8.3. Amendments, Consents and Waivers.

8.3.1. Except as otherwise provided in Section 8.2,this Section 8.3 or
Section 9.16, and except as to matters set forth in other subsections hereof or
in any other Loan Document as requiring only Agent's consent, the consent of
Requisite Lenders, Borrowers and Guarantor will be required to amend, modify,
terminate, or waive any provision of this Agreement or any of the other Loan
Documents.

8.3.2. In the event Agent requests the consent of a Lender and does not
receive a written consent or denial thereof within ten (10) Business Days after
such Lender's receipt of such request, then such Lender will be deemed to have
denied the giving of such consent.

8.4. Set Off and Sharing of Payments. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, during the continuance of any Event of Default, each Lender is hereby
authorized by Borrowers at any time or from time to time, with reasonably prompt
written notice to Borrowers (any prior or contemporaneous notice being hereby
expressly waived) to set off and to appropriate and to apply any and all (a)
balances held by such Lender at any of its offices for the account of Borrowers,
and (b) other property at any time held or owing by such Lender to or for the
credit or for the account of Borrowers, against and on account of any of the
Indebtedness or Obligations; except that no Lender shall exercise any such right
without the prior written consent of Agent. Any Lender exercising a right to set
off shall purchase for cash (and the other Lenders shall sell) interests in each
of such other Lender's Pro Rata Share of the Indebtedness or Obligations as
would be necessary to cause all Lenders to share the amount so set off with each
other Lender in accordance with their respective Pro Rata Shares. Borrowers
agree, to the fullest extent permitted by law, that any Lender may exercise its
right to set off with respect to amounts in excess of its Pro Rata Share of the
Indebtedness or Obligations and upon doing so shall deliver such amount so set
off to the Agent for the benefit of all Lenders in accordance with their Pro
Rata Shares.

8.5. Disbursement of Funds. Agent may, on behalf of Lenders, disburse funds
to Borrowers for advances of the Loan requested in compliance with the
provisions of this Loan Agreement. Each Lender shall reimburse Agent on demand
for all funds disbursed on its behalf by Agent, or if Agent so requests, each
Lender will remit to Agent its Pro Rata Share of any portion of the Loan before
Agent disburses same to Borrowers. If Agent elects to require that each Lender
make funds available to Agent, prior to a disbursement by Agent to Borrowers,
Agent shall advise each Lender by telephone, email, facsimile or telecopy of the
amount of such Lender's Pro Rata Share of the advance requested by Borrowers no
later than 10:00 a.m. Chicago time on the funding date applicable thereto, and
each such Lender shall pay Agent such Lender's Pro Rata Share of such requested
advance, in same day funds, by wire transfer to Agent's account on such funding
date. If any Lender fails to pay the amount of its Pro Rata Share within one (1)
Business Day after Agent's demand, Agent shall promptly notify Borrowers, and
Borrowers shall immediately repay such amount to Agent. Any repayment required
pursuant to this Section 8.5 shall be without premium or penalty, but with
interest at the Interest Rate. Nothing in this Section 8.5 or elsewhere in this
Agreement or the other Loan Documents, including without limitation the
provisions of Section 8.6, shall be deemed to require Agent to advance funds on
behalf of any Lender or to relieve any Lender from its obligation to fulfill its
commitments hereunder or to prejudice any rights that Agent or Borrowers may
have against any Lender as a result of any default by such Lender hereunder.

8.6. Disbursements of Advances; Payment.

8.6.1. Revolving Loan Advances, Payments and Settlements; Interest and Fee
Payments.

(a) Each Lender's obligation to fund its portion of any advances made by
Agent to Borrowers will commence on the date such advances are made by Agent.
Such payments will be made by such Lender without set-off, counterclaim or
reduction of any kind.

(b) Agent will advise each Lender periodically by email or telecopy of the
amount of such Lender's Pro Rata Share of the Loan balance as of a particular
date (the "Settlement Date"). In the event that payments are necessary to adjust
the amount of such Lender's required Pro Rata Share of the Loan balance to such
Lender's actual Pro Rata Share of the Loan balance as of any Settlement Date,
the party from which such payment is due will pay the other, in same day funds,
by wire transfer to the other's account not later than 3:00 p.m. Chicago time on
the Business Day following the Settlement Date.

(c) For purposes of this subsection 8.6.1(c) the following terms and
conditions will have the meanings indicated:

(1) "Daily Loan Balance" means an amount calculated as of the end of
each calendar day by subtracting (i) the cumulative principal amount paid
by Agent to a Lender on the Loan from the Closing Date through and
including such calendar day, from (ii) the cumulative principal amount on
the Loan advanced by such Lender to Agent on the Loan from the Closing Date
through and including such calendar day.

(2) "Daily Interest Rate" means an amount calculated by dividing the
interest rate payable to a Lender on the Loan (as set forth in Section 1.3)
as of each calendar day by three hundred sixty (360).

(3) "Daily Interest Amount" means an amount calculated by multiplying
the Daily Loan Balance of the Loan by the associated Daily Interest Rate on
the Loan.

(4) "Interest Ratio" means a number calculated by dividing the total
amount of the interest on the Loan received by Agent with respect to the
immediately preceding month by the total amount of interest on the Loan due
from Borrowers during the immediately preceding month.

On the first (1st) Business Day of each month ("Interest Settlement Date"),
Agent will advise each Lender by telephone, email or telecopy of the amount of
such Lender's Pro Rata Share of interest and fees on the Loan as of the end of
the last day of the immediately preceding month. Provided that such Lender has
made all payments required to be made by it under this Agreement, Agent will pay
to such Lender, by wire transfer to such Lender's account (as specified by such
Lender on the signature page of the applicable Assignment and Acceptance
Agreement, as amended by such Lender from time to time pursuant to the notice
provisions contained herein or in the applicable Assignment and Acceptance
Agreement) not later than 3:00 p.m. Chicago time on the Interest Settlement
Date, such Lender's Pro Rata Share of interest and fees on the Loan. Such
Lender's Pro Rata Share of interest on the Loan will be calculated by adding
together the Daily Interest Amounts for each calendar day of the prior month and
multiplying the total thereof by the Interest Ratio. Such Lender's Pro Rata
Share of the Exit Fee described in Section 1.6 shall be paid and calculated in a
manner consistent with the payment and calculation of interest as described in
this subsection 8.6.1(C).

8.6.2. Term Loan Principal Payments. Payments of principal of the Loan will
be settled as provided in subsection 8.7.1.

8.6.3. Availability of Lender's Pro Rata Share. Unless Agent shall have
received notice from a Lender prior to a disbursement under the Loan that such
Lender will not make available its Pro Rata Share of the Loan, Agent may assume
that such Lender has made such amount available to Agent on the Business Day
following the next Settlement Date. If a Lender has not in fact made its Pro
Rata Share available to the Agent on such date (any such Lender, a "Defaulting
Lender"), then the Defaulting Lender and Borrowers severally agree to pay to
Agent forthwith on demand such amount without set-off, counterclaim or deduction
of any kind, together with interest thereon, for each day from and including the
date such amount is made available to Agent by Borrowers or such Defaulting
Lender to but excluding the date of payment to Agent, at (a) in the case of the
Defaulting Lender, the greater of the Federal Funds Effective Rate and a rate
determined by Agent in accordance with banking industry rules on interbank
compensation or (b) in the case of Borrowers, the Interest Rate under this
Agreement with respect to the Loan.

8.7. Payments.

8.7.1. Distribution and Apportionment of Payments.

(a) Subject to subsection 8.7.1(b), payments actually received by Agent for
the account of the Lenders shall be paid to them promptly after receipt thereof
by Agent, but in any event within one (1) Business Day, provided that, if any
such payments are not distributed to the Lenders within one (1) Business Day
after Agent's receipt thereof, Agent shall pay to such Lenders interest thereon,
at the lesser of (i) the overnight cost of funds at which federal funds are made
available to the Agent (such interest rate to change automatically effective as
of the date of each change in the overnight cost of federal funds) and (ii) if
the applicable payment represents repayment of a portion of the principal of the
Loan, the Interest Rate, from the date of receipt of such funds by Agent until
such funds are paid in immediately available funds to such Lenders provided such
funds are received by Agent not later than 11:00 A.M. (Chicago time) on the date
of receipt. All payments of principal and interest in respect of the Loan, all
payments of the fees described in this Agreement (but not in any separate fee
letter except to the extent expressly set forth therein), and all payments in
respect of any other obligations of Borrowers under the Loan Documents shall be
allocated among such of Lenders as are entitled thereto, in proportion to their
respective Pro Rata Shares or otherwise as provided herein or in the other Loan
Documents or in the Assignment and Acceptance Agreements, as the case may be.
The Agent shall distribute to each Lender at its primary address set forth
herein or in its Assignment and Acceptance Agreement, or at such other address
as a Lender may request in writing, such funds as it may be entitled to receive,
provided that the Agent shall in any event not be bound to inquire into or
determine the validity, scope or priority of any interest or entitlement of any
Lender and may suspend all payments and seek appropriate relief (including
without limitation instructions from the Requisite Lenders, or all Lenders, as
applicable, or an action in the nature of interpleader) in the event of any
doubt or dispute as to any apportionment or distribution contemplated hereby.
The order of priority herein is set forth solely to determine the rights and
priorities of the Lenders as among themselves and may at any time or from time
to time be changed by the Lenders as they may elect, in writing, without
necessity of notice to or consent of or approval by Borrowers.

(b) If a Lender (a "Defaulting Lender") defaults in making any advance or
paying any other sum payable by it hereunder, such sum together with interest
thereon at the Interest Rate from the date such amount was due until repaid
(such sum and interest thereon as aforesaid referred to, collectively, as the
"Lender Default Obligation") shall be payable by the Defaulting Lender (i) to
any Lender(s) which elect, at their sole option (and with no obligation to do
so), to fund the amount which the Defaulting Lender failed to fund or (ii) to
the Agent or any other Lender which under the terms of this Agreement is
entitled to reimbursement from the Defaulting Lender for the amounts advanced or
expended. Notwithstanding any provision hereof to the contrary, until such time
as the Defaulting Lender has repaid the Lender Default Obligation in full (i)
all amounts which would otherwise be distributed to the Defaulting Lender shall
instead be applied first to repay the Lender Default Obligation (to be applied
first to interest at the Interest Rate and then to principal) until the Lender
Default Obligation has been repaid in full (whether by such application or by
cure by the Defaulting Lender) whereupon such Lender shall no longer be a
Defaulting Lender, and (ii) the Defaulting Lender's right to consent to or
approve of matters which are subject to the consent or approval of Requisite
Lenders or all Lenders shall be suspended, and for purposes of consent and
approval the definition of "Requisite Lenders" and "all Lenders" shall be
modified as if the Defaulting Lender were not a Lender. Any interest collected
from Borrowers on account of principal advanced by any Lender(s) on behalf of a
Defaulting Lender shall be paid to the Lender(s) who made such advance and shall
be credited against the Defaulting Lender's obligation to pay interest on the
amount advanced at the Interest Rate. The provisions of this Section shall apply
and be effective regardless of whether an Event of Default occurs and is then
continuing, and notwithstanding (i) any other provision of this Agreement to the
contrary, (ii) any instruction of Borrowers as to their desired application of
payments or (iii) the suspension of such Defaulting Lender's right to vote on
matters which are subject to the consent or approval of Requisite Lenders, or
all Lenders. The Agent shall be entitled to (i) withhold or set off, and to
apply to the payment of the Lender Default Obligation any amounts to be paid to
such Defaulting Lender under this Agreement, and (ii) bring an action or suit
against such Defaulting Lender in a court of competent jurisdiction to recover
the Lender Default Obligation and, to the extent such recovery would not fully
compensate the Agent and Lenders for the Defaulting Lender's breach of this
Agreement, to collect damages. In addition, the Defaulting Lender shall
indemnify, defend and hold Agent and each of the other Lenders harmless from and
against any and all claims, actions, liabilities, damages, costs and expenses
(including attorneys' fees and expenses), plus interest thereon at the Interest
Rate, for funds advanced by Agent or any other Lender on account of the
Defaulting Lender or any other damages such entities may sustain or incur by
reason of or as a direct consequence of the Defaulting Lender's failure or
refusal to abide by its obligations under this Agreement.

(c) At least five (5) Business Days prior to the first date on which
interest or fees are payable hereunder for the account of any Lender, each
Lender that is not incorporated under the laws of the United States of America,
or a state thereof, agrees that it will deliver to the Agent two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224, certifying
in either case that such Lender is entitled to receive payments under this
Agreement and the Notes without deduction or withholding of any United States
federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further
undertakes to deliver to the Agent two additional copies of such form (or a
successor form) on or before the date that such form expires or becomes obsolete
or after the occurrence of any event requiring a change in the most recent forms
so delivered by it, and such amendments thereto or extensions or renewals
thereof as may be reasonably requested by the Agent, in each case certifying
that such Lender is entitled to receive payments under this Agreement and the
Notes without deduction or withholding of any United States federal income
taxes, unless an event (including without limitation any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises the Agent that it is not capable of
receiving payments without any deduction or withholding of United States federal
income tax.

8.7.2. Return of Payments.

(a) If Agent pays an amount to a Lender under this Agreement in the belief
or expectation that a related payment has been or will be received by Agent from
Borrowers or Guarantor and such related payment is not received by Agent, then
Agent will be entitled to recover such amount from such Lender without set-off,
counterclaim or deduction of any kind together with interest thereon, for each
day from and including the date such amount is made available by Agent to such
Lender to but excluding the date of repayment to Agent, at the greater of the
Federal Funds Rate in effect on each such day (as determined by Agent) and a
rate determined by Agent in accordance with banking industry rules on interbank
compensation.

(b) If Agent determines at any time that any amount received by Agent under
this Agreement must be returned to Borrowers or Guarantor or paid to any other
Person pursuant to any requirement of law, court order or otherwise, then,
notwithstanding any other term or condition of this Agreement, Agent will not be
required to distribute any portion thereof to any Lender. In addition, each
Lender will repay to Agent on demand any portion of such amount that Agent has
distributed to such Lender, together with interest at such rate, if any, as
Agent is required to pay to Borrowers, Guarantor or such other Person, without
set-off, counterclaim or deduction of any kind.

8.8. Reserves. The Agent is hereby authorized on behalf of all Lenders,
without with necessity of any notice to or further consent from any Lender, at
any time and from time to time (i) to disburse the inspection fees collected
under Section 5.1 to pay for the inspections referred to therein (including
payment to Agent therefor), and (ii) to disburse all or any portion of any real
estate tax or other reserves maintained under any Loan Documents.

8.9. Loan Account and Accounting. Agent shall maintain a loan account (the
"Loan Account") on its books to record: all Revolving Credit Advances, Swing
Line Advances and the Term Loan, all payments made by Borrowers, and all other
debits and credits as provided in this Agreement with respect to the Loan or any
other Indebtedness. All entries in the Loan Account shall be made in accordance
with Agent's customary accounting practices as in effect from time to time. The
balance in the Loan Account, as recorded on Agent's most recent printout or
other written statement, shall, absent manifest error, be presumptive evidence
of the amounts due and owing to Agent and Lenders by Borrowers; provided, that
any failure to so record or any error in so recording shall not limit, increase
or otherwise affect any Borrower's duty to pay the Indebtedness. Not more than
five (5) Business Days after the end of each month, Agent shall render to
Borrower Representative a monthly accounting of transactions with respect to the
Loan setting forth each transaction or other entry and the balance of the Loan
Account as to Borrowers for the immediately preceding month. Unless Borrower
Representative notifies Agent in writing of any objection to any such accounting
(describing in reasonable detail the basis for such objection), within 30 days
after Borrowers' receipt of such monthly accounting, each and every such
accounting shall (absent manifest error) be deemed final, binding and conclusive
on Borrowers in all respects as to all matters reflected therein. Only those
items expressly objected to in such notice shall be deemed to be disputed by
Borrowers. Notwithstanding any provision herein contained to the contrary, any
Lender may elect (which election may be revoked) to dispense with the issuance
of a Note to that Lender and may rely on the Loan Account as evidence of the
amount of Indebtedness from time to time owing to it.

ARTICLE IX
Miscellaneous

9.1. Expenditures and Expenses. Upon receipt of reasonably detailed
invoices thereof from Agent, Borrowers shall promptly and within twenty (20)
days of receipt thereof, pay all reasonable Costs (defined below) incurred by
Agent and/or Lenders in connection with the documentation, modification,
workout, collection, administration or enforcement of the Loan or any of the
Loan Documents (as applicable), and the substitution or addition of Collateral,
and all such Costs, if not paid within twenty (20) days after receipt of
invoices, shall be included as additional Indebtedness bearing interest at the
Default Rate set forth in the Notes until paid. Notwithstanding anything to the
contrary contained herein, except for the Costs of GECC (as Agent and a Lender)
and its attorneys, Borrowers shall have no obligation to pay for any Costs
incurred by the other Lenders or their respective attorneys in connection with
the negotiation of the Loan Documents which are executed on or about the date of
this Agreement or any due diligence in connection therewith. For the purposes
hereof "Costs" means all reasonable expenditures and expenses which may be paid
or incurred by or on behalf of Agent and/or Lenders in accordance with this
Agreement and the other Loan Documents including, without limitation, filing
fees, recordation taxes, repair costs, payments to remove or protect against
liens, reasonable attorneys' fees (including reasonable fees of Agent's and/or
Lenders' inside counsel), receivers' fees, engineers' fees, accountants' fees,
independent consultants' fees (including environmental consultants), all
reasonable costs and expenses incurred in connection with any of the foregoing,
Agent's and/or Lenders' reasonable out-of-pocket costs and expenses related to
any audit or inspection of any Project (if chargeable to Borrowers under the
Loan Documents), outlays for documentary and expert evidence, stenographers'
charges, stamp taxes, publication costs, and costs (which may be estimates as to
items to be expended after entry of an order or judgment) for procuring all such
abstracts of title, title and UCC searches, and examination, title insurance
policies, Torrens' Certificates and similar data and assurances with respect to
title as Agent may deem reasonably necessary either to prosecute any action
permitted under the Loan Documents or to evidence to bidders at any foreclosure
sale of any Project the true condition of the title to, or the value of, any
Project. Costs shall not include any due diligence costs incurred by any
financial institution, other than Agent and the Lenders who are the original
signatories to this Agreement, prior to such financial institution becoming a
Lender or any syndication costs. Agent shall apply all "Good Faith Deposit"
payments received prior to the date hereof from Borrowers or Guarantor towards
any Costs due at Closing.

9.2. Disclosure of Information. Agent and/or Lenders shall have the right
(but shall be under no obligation) to make available to any party for the
purpose of granting participations in or selling, transferring, assigning or
conveying all or any part of the Loan (including any governmental agency or
authority and any prospective bidder at any foreclosure sale of the Project) any
and all information which Agent and/or Lenders may have with respect to the
Project and Borrowers, whether provided by Borrowers, Guarantor or any third
party or obtained as a result of any environmental assessments. Borrowers agree
that Agent and Lenders shall have no liability whatsoever as a result of
delivering any such information to any third party, and Borrowers, on behalf of
themselves, their Affiliates and their successors and assigns, hereby release
and discharge Agent and Lenders from any and all liability, claims, damages, or
causes of action, arising out of, connected with or incidental to the delivery
of any such information to any third party.

9.3. Intentionally Omitted.

9.4. Forbearance by Lender Not a Waiver. Any forbearance by Agent and/or
Lenders in exercising any right or remedy under any of the Loan Documents, or
otherwise afforded by applicable law, shall not be a waiver of or preclude the
exercise of any right or remedy. Agent's or Lenders' acceptance of payment of
any sum secured by any of the Loan Documents after the due date of such payment
shall not be a waiver of Agent's or Lenders' right to either require prompt
payment when due of all other sums so secured or to declare a default or an
Event of Default, as applicable, for failure to make a payment when due under
any of the Loan Documents. The procurement of insurance or the payment of taxes
or other liens or charges by Agent or Lenders in accordance with the terms and
conditions of any of the Loan Documents, shall not be a waiver of Agent's or
Lenders' right to accelerate the maturity of the Loan, nor shall Agent's or
Lenders' receipt of any awards, proceeds, or damages under Section 4 of the
Mortgages or Leasehold Mortgages operate to cure or waive Borrowers' or
Guarantor's default in payment of sums secured by any of the Loan Documents.
With respect to all Loan Documents, only waivers made in writing and in
accordance with Section 9.16 below shall be effective against Agent and Lenders.

9.5. APPLICABLE LAW; SEVERABILITY. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES. The invalidity, illegality or unenforceability of any provision
of this Agreement shall not affect or impair the validity, legality or
enforceability of the remainder of this Agreement, and to this end, the
provisions of this Agreement are declared to be severable.

9.6. Relationship. The relationship between Agent and Lenders, on the one
hand, and Borrowers on the other, shall be that of creditor-debtor only. No term
in this Agreement or in the other Loan Documents and no course of dealing
between the parties shall be deemed to create any relationship of agency,
partnership or joint venture or any fiduciary duty by Agent and/or Lenders to
any other party, except for the agency relationship of Agent and Lenders as and
to the extent expressly provided in this Agreement.

9.7. Indemnity. Each Borrower shall indemnify, protect, hold harmless and
defend Agent and Lenders, their respective successors, assigns, shareholders,
directors, officers, employees, and agents (each, an "Indemnified Person") from
and against any and all loss, damage, cost, expense (including reasonable
attorneys' fees), and claims arising out of or in connection with (a) any
Project, (b) the Collateral, (c) the assignment of the Leases and the
performance of the terms and conditions of each of the Leases, (d) any act or
omission of any Borrower or Guarantor, or their respective employees or agents,
whether actual or alleged, and (e) any and all brokers' commissions or other
costs of similar type by any party in connection with the Loan (collectively,
"Indemnified Liabilities"), except that Borrowers shall have no obligation under
this Section 9.7 to any Indemnified Person with respect to Indemnified
Liabilities arising from any Indemnified Person's gross negligence or willful
misconduct. Upon written request by an Indemnified Person, Borrowers will
undertake, at their own cost and expense, on behalf of such Indemnified Person,
using counsel reasonably satisfactory to the Indemnified Person, the defense of
any legal action or proceeding whether or not such Indemnified Person shall be a
party and for which such Indemnified Person is entitled to be indemnified
pursuant to this Section 9.7. At Agent's or Requisite Lenders' option and upon
prior written notice to Borrowers, Agent may, at Borrowers' expense, prosecute
or defend any third party claim or action involving the priority, validity or
enforceability of any of the Loan Documents.

9.8. Notice. Any notice or other communication required or permitted to be
given under this Agreement or the other Loan Documents shall be in writing
addressed to the respective party as set forth below and may be personally
served, telecopied or sent by overnight courier or U.S. Mail and shall be deemed
given: (a) if served in person, when served; (b) if telecopied, on the date of
transmission if before 3:00 p.m. (Chicago time) on a Business Day; provided,
that a hard copy of such notice is also sent pursuant to (c) or (d) below; (c)
if by overnight courier, on the first Business Day after delivery to the
courier; or (d) if by U.S. Mail, certified or registered mail, return receipt
requested on the fourth (4th) day after deposit in the mail postage prepaid.

Notices to Borrowers and Guarantor: c/o Omega Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attn: C. Taylor Pickett
Attn: Daniel J. Booth
Telecopy: (410) 427-8824

With a copy to: LeBoeuf, Lamb, Greene & MacRae, LLP
125 West 55th Street
New York, New York 10019
Attn: John R. Fallon, Jr., Esq.
Telecopy: (212) 424-8500

And a copy to: Munsch Hardt Kopf & Harr, P.C.
1445 Ross Avenue, Suite 4000
Dallas, Texas 75202
Attn: Glenn B. Callison, Esq.
Telecopy: (214) 978-4351

Notices to Agent and Lenders: General Electric Capital Corporation
Loan No. 70004093
2 Bethesda Metro Center, Suite 600
Bethesda, Maryland 20814
Attn: Manager, Portfolio Administration
Group
Telecopy: (301) 347-3150

With a copy to: General Electric Capital Corporation
Loan No. 70004093
c/o Segal McCambridge Singer & Mahoney
100 Congress Avenue, Suite 700
Austin, Texas 78701
Attn: Diana Pennington, Chief Counsel
Telecopy: (866) 221-0433

And a copy to: General Electric Capital Corporation
Loan No. 70004093
500 West Monroe Street
Chicago, Illinois 60661
Attn: Kevin McMeen, Senior Vice
President
Telecopy: (312) 441-6755

9.9. Successors and Assigns Bound; Joint and Several Liability; Agents; and
Captions. The covenants and agreements contained in the Loan Documents shall
bind, and the rights thereunder shall inure to, the respective successors and
assigns of Agent, Lenders, Borrowers and Guarantor, subject to the provisions of
this Agreement. All covenants and agreements of Borrowers shall be joint and
several. In exercising any rights under the Loan Documents or taking any actions
provided for therein, Agent and Lenders may act through their respective
employees, agents or independent contractors as authorized by Agent or Lenders,
respectively. The captions and headings of the paragraphs and sections of this
Agreement are for convenience only and are not to be used to interpret or define
the provisions hereof.

9.10. Terms and Usage. As used in the Loan Documents "Business Day" means
any day, other than a Saturday or a Sunday, when banks in Chicago, Illinois are
not required or authorized to be closed.

9.11. Time of Essence. Time is of the essence of this Agreement and the
other Loan Documents and the performance of each of the covenants and agreements
contained herein and therein.

9.12. CONSENT TO JURISDICTION. EACH BORROWER, AGENT AND EACH LENDER HEREBY
CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COUNTY OF COOK, STATE OF ILLINOIS AND EACH BORROWER, AGENT AND EACH LENDER
IRREVOCABLY AGREE THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (UNLESS
OTHERWISE SPECIFIED THEREIN) SHALL BE LITIGATED IN SUCH COURTS. EACH BORROWER,
AGENT AND EACH LENDER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH BORROWER,
AGENT AND EACH LENDER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND
AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWERS, AGENT AND
EACH LENDER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO BORROWERS, AGENT AND LENDERS AT THE ADDRESSES SET FORTH IN SECTION 9.8 OF
THIS AGREEMENT.

9.13. WAIVER OF JURY TRIAL. EACH BORROWER, AGENT AND EACH LENDER HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. EACH
BORROWER, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS RELIED
ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. BORROWERS, AGENT AND LENDERS WARRANT AND REPRESENT THAT EACH HAS HAD
THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

9.14. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, and together shall
constitute the Agreement.

9.15. Entire Agreement. This Agreement and the other Loan Documents embody
the entire agreement among Borrowers, Guarantor, Lenders and Agent and supercede
all prior commitments, agreements, representations and understandings, whether
written or oral, relating to the subject matter hereof, and may not be
contradicted or varied by evidence of prior, contemporaneous, or subsequent oral
agreements or discussions of the parties hereto.

9.16. Amendments and Waivers. Except as otherwise provided herein, no
amendment, modification, termination or waiver of any provision of this
Agreement, the Notes or any of the other Loan Documents, or consent to any
departure by any party therefrom, shall in any event be effective unless the
same shall be in writing and signed by Requisite Lenders (or Agent, if expressly
set forth herein, in any Note or in any other Loan Document) and the Borrowers,
if applicable; provided, that except to the extent permitted by the applicable
Assignment and Acceptance Agreement, no amendment, modification, termination or
waiver shall, unless in writing and signed by all Lenders, do any of the
following: (a) increase any Lender's Pro Rata Share of the Loan; (b) reduce the
principal of or the rate of interest on the Loan or the fees payable with
respect to the Loan; (c) extend any date fixed for any payment of principal,
interest or fees; (d) change the definition of the term Requisite Lenders or the
percentage of Lenders which shall be required for Lenders to take any action
hereunder; (e) release Collateral (except if the sale, disposition, release or
substitution of such Collateral is permitted under Section 2.2, Section 2.3 or
Section 7.1 above or under any other Loan Document); (f) amend or waive this
Section 9.16 or the definitions of the terms used in this Section 9.16 insofar
as the definitions affect the substance of this Section 9.16; or (g) consent to
the assignment, delegation or other transfer by any party of any of its rights
and obligations under any Loan Document; and provided, further, that no
amendment, modification, termination or waiver affecting the rights or duties of
Agent under any Loan Document shall in any event be effective, unless in writing
and signed by Agent, in addition to all Lenders required to take such action.
Notwithstanding anything to the contrary in this Section 9.16, Agent and
Borrowers may execute amendments to this Agreement and the other Loan Documents
for the purpose of correcting typographical errors, making immaterial
modifications thereto and documenting the matters governed by Section 2.2,
Section 2.3 and Section 7.1 above without the consent of Lenders. Each
amendment, modification, termination or waiver shall be effective only in the
specific instance and for the specific purpose for which it was given. Unless
required by Agent, no amendment, modification, termination or waiver shall be
required for Agent to take additional Collateral pursuant to any Loan Document,
but Borrowers shall comply with all of the requirements of Section 2.2, Section
2.3 and Section 7.1 above in connection with the addition or substitution of any
Collateral. No notice to or demand on Borrowers or any other party in any case
shall entitle Borrowers or any other party to any other or further notice or
demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 9.16
shall be binding upon each holder of the Notes at the time outstanding, each
future holder of the Notes and, if signed by a party, upon such party.

[SIGNATURE PAGES FOLLOW]




IN WITNESS WHEREOF, the parties hereto have executed this Loan
Agreement or have caused the same to be executed by their duly authorized
representatives as of the date first above written.

BORROWERS:
OHI ASSET, LLC,
a Delaware limited liability company
OHI ASSET (FL), LLC,
a Delaware limited liability company
OHI ASSET (IN), LLC,
a Delaware limited liability company
OHI ASSET (LA), LLC,
a Delaware limited liability company
OHI ASSET (TX), LLC,
a Delaware limited liability company
OHI ASSET (ID), LLC,
a Delaware limited liability company
OHI ASSET (MI/NC), LLC,
a Delaware limited liability company
OHI ASSET (OH), LLC,
a Delaware limited liability company
OHI ASSET (MO), LLC,
a Delaware limited liability company
OHI ASSET (CA), LLC,
a Delaware limited liability company
DELTA INVESTORS I, LLC,
a Maryland limited liability company
DELTA INVESTORS II, LLC,
a Maryland limited liability company
NRS VENTURES, LLC,
a Kentucky limited liability company

By:
Omega Healthcare Investors, Inc., a
Maryland corporation, as the sole member
of each such company

By: /S/ DANIEL J. BOOTH
--------------------------------
Name: Daniel J. Booth
Title: Chief Operating Officer


OHI (ILLINOIS), INC.,
an Illinois corporation
OHI (INDIANA), INC.,
an Indiana corporation
STERLING ACQUISITION CORP.,
a Kentucky corporation
By: /S/ DANIEL J. BOOTH
--------------------------------
Name: Daniel J. Booth
Title: Chief Operating Officer of
each such corporation


LENDERS:

GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and a Lender


By: /S/ JEFFREY M. MUCHMORE
--------------------------------
Name: Jeffrey M. Muchmore
Its: Authorized Signatory

MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services
Inc., a Delaware corporation


By: /S/ HOWARD WIDRA
--------------------------------
Name: Howard Widra
Title: Managing Director

LASALLE BANK NATIONAL ASSOCIATION, a
national banking association


By: /S/ FRANCES P. DEAN
--------------------------------
Name: Frances P. Dean
Title: First Vice President


THE PROVIDENT BANK


By: /S/ STEVEN J. BLOEMER
--------------------------------
Name: Steven J. Bloemer
Title: Vice President



BANK ONE, NA, a national banking
association


By: /S/ MARCIA F. VENTURA
--------------------------------
Name: Marcia F. Ventura
Title: First Vice President


FLEET NATIONAL BANK


By: /S/ JAMES V. MAIORINO
--------------------------------
Name: James V. Maiorino
Title: Vice President


EXHIBIT A

Property Locations and Borrower Interests