LIMITED LIABILITY COMPANY AGREEMENT
OF
OHI ASSET (FL) TARPON SPRINGS, PINELLAS PARK & GAINESVILLE, LLC

        This Limited Liability Company Agreement (the "Agreement") of OHI Asset (FL) Tarpon Springs, Pinellas Park & Gainesville, LLC (the "Company"), is entered into by Omega Healthcare Investors, Inc., a Maryland corporation (the "Member"), as the sole member of the Company. As used in this Agreement, "Act" means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

RECITALS:

        WHEREAS, there has heretofore been filed a Certificate of Formation with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Act;

        WHEREAS, the Member desires to form a limited liability company pursuant to the provisions of the Act;

        WHEREAS, the Member hereby constitutes the Company as a limited liability company for the purposes and on the terms and conditions set forth in this Agreement.

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereto hereby agrees as follows:

        Section 1.    Name.    The name of the limited liability company is OHI Asset (FL) Tarpon Springs, Pinellas Park & Gainesville, LLC.

        Section 2.    Principal Business Office.    The principal business office of the Company shall be located at 9690 Deereco Road, Suite 100, Timonium, Maryland 21093.

        Section 3.    Registered Office.    The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

        Section 4.    Registered Agent.    The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

        Section 5.    Member.    The mailing address of the Member is set forth on Schedule A attached hereto. Upon its execution of a counterpart signature page to this Agreement, Omega Healthcare Investors, Inc. is hereby admitted to the Company as the sole member of the Company.

        Section 6.    Certificates.    Glenn B. Callison is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware (such filing being hereby approved and ratified in all respects). Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, Glenn B. Callison's powers as an "authorized person" ceased, and the Member and each Officer thereupon became a designated "authorized person" and shall continue as a designated "authorized person" within the meaning of the Act. The Member or any Officer shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

        The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.


 

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